Ondas (NASDAQ: ONDS) CEO vests 4.5M RSUs, sells shares to cover taxes

Rhea-AI Filing Summary

Ondas Inc. Chairman, CEO and President Eric A. Brock reported a large equity compensation event and related share sale. On June 1, 2026, 4,500,000 Restricted Stock Units (RSUs) vested, each converting into one share of common stock at a stated price of $0.00 per share. The company then sold 2,378,245 of these common shares at an average price of $13.43 to cover potential tax withholding obligations tied to the vesting, rather than as a discretionary open‑market sale. After the transactions, Brock directly held 3,583,010 common shares and indirectly held 1,153,625 shares through Privet Ventures LLC. The filing also notes a total RSU grant of 13,500,000 on February 11, 2026, with the remaining 9,000,000 RSUs scheduled to vest in five tranches through March 10, 2029, contingent on his continued service as an officer.

Insights

Equity compensation and governance analyst

Large RSU vesting with tax-related share sale; CEO retains substantial equity stake.

Ondas Inc.’s CEO Eric A. Brock had 4,500,000 RSUs vest into common stock at $0.00 per share on June 1, 2026. This is part of a larger 13,500,000 RSU grant awarded on February 11, 2026 with multi-year vesting.

To address potential tax withholding obligations on this vesting, the company sold 2,378,245 common shares at an average price of $13.43. The filing describes this as tax-related, which generally carries weaker signaling value than a discretionary open-market sale.

Following these events, Brock reports direct ownership of 3,583,010 shares and indirect ownership of 1,153,625 shares through Privet Ventures LLC. Remaining RSUs vest in five tranches through March 10, 2029, linking his future equity compensation to continued service.

Insider Trade Summary

Net Seller: 2,378,245 shares ($31,939,830)

Net Sell 4 txns

Insider Brock Eric A

Role Chairman, CEO and President

Sold 2,378,245 shs ($31.94M)

Type	Security	Shares	Price	Value
Sale	Common Stock	2,378,245	$13.43	$31.94M
Exercise	Restricted Stock Units	4,500,000	$0.00	--
Exercise	Common Stock	4,500,000	$0.00	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 3,583,010 shares (Direct, null); Restricted Stock Units — 9,000,000 shares (Direct, null); Common Stock — 1,153,625 shares (Indirect, Privet Ventures LLC)

Footnotes (1)

1. Represents shares of Ondas Inc. (the "Company") common stock, par value $0.0001 per share ("Common Stock"), received upon vesting of Restricted Stock Units ("RSUs"). These shares were sold by the Company to cover potential tax withholding obligations in connection with the vesting of the RSUs. Privet Ventures LLC is an investment company owned by the reporting person. Each RSU represents a contingent right to receive one share of Common Stock. On February 11, 2026, the reporting person was granted 13,500,000 RSUs. The RSUs vested 4,500,000 shares on June 1, 2026. The remaining RSUs will vest as follows: (i) 1,800,000 shares on March 10, 2027, (ii) 1,800,000 shares on June 1, 2027, (iii) 1,800,000 shares on March 10, 2028, (iv) 1,800,000 shares on June 1, 2028, and (v) 1,800,000 shares on March 10, 2029, provided that the reporting person is an officer of the Company on the applicable vesting dates.

Key Figures

Shares sold for taxes: 2,378,245 shares Average sale price: $13.43 per share Direct shares after sale: 3,583,010 shares +4 more

7 metrics

Shares sold for taxes 2,378,245 shares Common stock sold to cover potential tax withholding at $13.43

Average sale price $13.43 per share Tax-related sale of 2,378,245 common shares

Direct shares after sale 3,583,010 shares Direct Ondas common stock held by CEO following transactions

Indirect shares via Privet Ventures LLC 1,153,625 shares Common stock held indirectly through Privet Ventures LLC

RSUs vested 4,500,000 RSUs RSUs vesting into common stock on June 1, 2026

Total RSU grant 13,500,000 RSUs Grant dated February 11, 2026 to CEO

Remaining RSUs 9,000,000 RSUs Unvested RSUs scheduled to vest through March 10, 2029

Key Terms

Restricted Stock Units, tax withholding obligations, derivative security, contingent right, +1 more

5 terms

Restricted Stock Units financial

"Represents shares of Ondas Inc. common stock received upon vesting of Restricted Stock Units ("RSUs")."

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

tax withholding obligations financial

"These shares were sold by the Company to cover potential tax withholding obligations in connection with the vesting of the RSUs."

derivative security financial

"Transaction code M is described as Exercise or conversion of derivative security."

A derivative security is a financial contract whose value comes from the price or performance of something else, such as a stock, bond, commodity, or market index. For investors it acts like an insurance policy or a wager: it can be used to protect against losses, lock in prices, or amplify gains and losses, so it can change a portfolio’s risk and potential return without owning the underlying asset directly.

contingent right financial

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

indirect ownership financial

"Privet Ventures LLC is an investment company owned by the reporting person, reflecting indirect ownership."

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Form 4 Insider Transactions: What Each Field Means →

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^*

Brock Eric A

(Last) (First) (Middle)

C/O ONDAS INC.

222 LAKEVIEW AVENUE, SUITE 800

(Street)

WEST PALM BEACH FLORIDA 33410

(City) (State) (Zip)

UNITED STATES

(Country)

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

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

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman, CEO and President

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/01/2026

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

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

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

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	06/01/2026		M		4,500,000	A	$0(1)	5,961,255	D
Common Stock	06/02/2026		S		2,378,245(2)	D	$13.43	3,583,010	D
Common Stock								1,153,625	I	Privet Ventures LLC(3)

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	(4)	06/01/2026		M			4,500,000	(5)	(5)	Common Stock	4,500,000	$0	9,000,000	D

Explanation of Responses:

1. Represents shares of Ondas 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 cover potential tax withholding obligations in connection with the vesting of the RSUs.

3. Privet Ventures LLC is an investment company owned by the reporting person.

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

5. On February 11, 2026, the reporting person was granted 13,500,000 RSUs. The RSUs vested 4,500,000 shares on June 1, 2026. The remaining RSUs will vest as follows: (i) 1,800,000 shares on March 10, 2027, (ii) 1,800,000 shares on June 1, 2027, (iii) 1,800,000 shares on March 10, 2028, (iv) 1,800,000 shares on June 1, 2028, and (v) 1,800,000 shares on March 10, 2029, provided that the reporting person is an officer of the Company on the applicable vesting dates.

	/s/ Eric A. Brock	06/02/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What did Ondas (ONDS) CEO Eric A. Brock report in this Form 4?

Eric A. Brock reported the vesting of 4,500,000 Restricted Stock Units into common shares and a related sale of 2,378,245 shares to cover potential tax withholding obligations, while continuing to hold a large direct and indirect equity position in Ondas.

How many Ondas RSUs vested for the CEO and at what price?

4,500,000 Restricted Stock Units vested for the CEO, each converting into one share of Ondas common stock at a stated price of $0.00 per share, reflecting equity compensation rather than a market purchase, as disclosed in the Form 4 footnotes.

Why were 2,378,245 Ondas shares sold in this Form 4 filing?

2,378,245 Ondas common shares were sold by the company at an average price of $13.43 per share specifically to cover potential tax withholding obligations arising from RSU vesting, not as a discretionary open-market sale by the CEO.

What Ondas share holdings does CEO Eric A. Brock report after these transactions?

After the reported transactions, Eric A. Brock directly holds 3,583,010 Ondas common shares and indirectly holds 1,153,625 shares through Privet Ventures LLC, indicating a significant ongoing ownership stake alongside his equity compensation program.

What is the total Ondas RSU grant and vesting schedule for the CEO?

The CEO received a grant of 13,500,000 RSUs on February 11, 2026. After 4,500,000 vested on June 1, 2026, the remaining 9,000,000 RSUs vest in five tranches through March 10, 2029, contingent on his continued service as an officer.

What role does Privet Ventures LLC play in the Ondas CEO’s holdings?

Privet Ventures LLC is described as an investment company owned by the CEO. The Form 4 shows 1,153,625 Ondas common shares held indirectly through Privet Ventures LLC, meaning part of his ownership is structured via this entity rather than held directly.