Ondas (ONDS) Insider Update: Sood Nets 21k Shares, Small Tax Sale

Rhea-AI Filing Summary

Ondas Holdings Inc. (ONDS) – Form 4 insider transaction summary

Director Jaspreet K. Sood reported two related transactions dated 17 June 2025:

• RSU vesting (code “M”): 21,035 common shares were issued at a $0 exercise price following the quarterly vesting of previously granted restricted stock units (RSUs). This increased Sood’s direct holding to 170,330 shares immediately after the conversion.
• Sale to cover taxes (code “S”): 8,673 shares were automatically sold by the Company at $1.69 per share (gross proceeds ≈ $14.7 thousand) to satisfy withholding obligations linked to the RSU vesting. Post‐sale, the director directly owns 161,657 common shares.

Ongoing equity exposure: In addition to the 161,657 directly held shares, Sood retains 42,069 unvested RSUs from the original 84,139-unit grant dated 18 November 2024. The remaining RSUs vest 25 % on each of 1 July 2025 and 1 October 2025, subject to continued board service, or sooner upon a change in control.

Key take-aways for investors

• The net share disposition represents roughly 5 % of Sood’s post-vesting direct holdings, a modest proportion that does not materially reduce insider alignment.
• The trigger for the sale is tax liability rather than discretionary selling, a neutral signal.
• The director’s aggregate exposure (direct shares plus unvested RSUs) remains above 203 thousand shares, indicating sustained commitment to the issuer’s equity.

Positive

• Director retains a significant stake of 161,657 shares plus 42,069 RSUs, underscoring continued alignment with common shareholders.

Negative

• Share sale, although tax-related, reduces outstanding insider share count by 8,673 shares and could be interpreted as minor selling pressure.

Insights

Financial Analyst

TL;DR: Routine RSU vesting with minor tax-related sale; insider still holds >200k shares – signal largely neutral.

The filing shows standard executive compensation mechanics: 21,035 RSUs vested and converted, followed by an 8,673-share sale at $1.69 solely to meet withholding. The transaction leaves the director with 161,657 shares plus 42,069 unvested RSUs, so effective exposure is little changed. The sale amounts to roughly $15 k, insignificant versus market cap and insider stake, implying no negative view on valuation. Investors should view the disclosure as housekeeping rather than a directional statement.

Corporate Governance Specialist

TL;DR: Compliance-driven Form 4; maintains strong alignment, low governance concern.

The staggered quarterly vesting structure and immediate sale for taxes are typical board compensation practices. Continued service requirement until October 2025 incentivises board stability. No 10b5-1 plan is indicated, but the small volume and explanation mitigate any perception of opportunistic trading. From a governance lens, this is benign and keeps insider ownership high, supporting shareholder alignment.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

SOOD JASPREET K

(Last) (First) (Middle)

ONE MARINA PARK DRIVE,

SUITE 1410

(Street)

BOSTON MA 02210

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Ondas Holdings Inc. [ ONDS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/17/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	06/17/2025		M		21,035	A	$0(1)	170,330	D
Common Stock	06/17/2025		S		8,673(2)	D	$1.69	161,657	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(3)	06/17/2025		M			21,035	(4)	(4)	Common Stock	21,035	$0	42,069	D

Explanation of Responses:

1. Represents shares of Ondas Holdings Inc. (the "Company") common stock, par value $0.0001 per share ("Common Stock"), received upon vesting of Restricted Stock Units ("RSUs").

2. These shares were sold by the Company to fund tax liability attributable to the vesting of the RSUs.

3. Each RSU represents a contingent right to receive one share of Common Stock.

4. On November 18, 2024, the reporting person was granted 84,139 RSUs. The RSUs vest 25% on each of January 1, 2025, April 1, 2025, July 1, 2025, and October 1, 2025, provided that the reporting person is a director of the Company on the applicable vesting date. All RSUs granted to the reporting person shall vest in full immediately upon a change in control. In connection with the vesting of these RSUs, 21,035 shares of Common Stock were delivered to the reporting person on June 17, 2025.

	/s/ Jaspreet Sood	06/18/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

How many Ondas (ONDS) shares did Director Jaspreet Sood acquire through RSU vesting?

21,035 common shares were issued upon RSU vesting on 17 June 2025.

What price were the Ondas shares sold at to cover taxes?

8,673 shares were sold at $1.69 per share to satisfy withholding obligations.

How many Ondas shares does the director now own directly?

After the reported transactions, Sood holds 161,657 common shares directly.

How many unvested RSUs does the director still hold?

Sood retains 42,069 unvested RSUs scheduled to vest 25 % on 1 July 2025 and 1 October 2025.

Does the Form 4 indicate use of a Rule 10b5-1 trading plan?

No; the filing does not check the 10b5-1(c) box, indicating the transaction was not executed under a pre-arranged plan.