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Ondas (ONDS) CFO receives 12,500 RSU shares; 6,038 withheld for tax

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Ondas Inc. CFO and Treasurer Neil J. Laird reported equity compensation activity involving Restricted Stock Units (RSUs) and related tax withholding. On May 18, 2026, 12,500 RSUs vested, delivering 12,500 shares of common stock to him at a stated price of $0.00 per share.

To cover tax liabilities from this vesting, 6,038 shares of common stock were sold by the company on May 20, 2026 at $9.70 per share, classified as a tax-withholding disposition rather than an open-market sale by Laird. After these transactions, he holds 27,186 shares directly, plus 4,400 shares held indirectly through a spouse’s IRA and 769 shares held indirectly by his spouse.

The filing notes an RSU grant of 100,000 units made on June 23, 2025, with portions vesting quarterly and all RSUs vesting upon a change in control. Following the May 18 transactions, 62,500 RSUs remain outstanding for Laird.

Positive

  • None.

Negative

  • None.
Insider LAIRD NEIL J
Role CFO and Treasurer
Type Security Shares Price Value
Tax Withholding Common Stock 6,038 $9.70 $59K
Exercise Restricted Stock Units 12,500 $0.00 --
Exercise Common Stock 12,500 $0.00 --
holding Common Stock -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Common Stock — 27,186 shares (Direct, null); Restricted Stock Units — 62,500 shares (Direct, null); Common Stock — 769 shares (Indirect, By Spouse)
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 fund tax liability attributable to the vesting of the RSUs. Each RSU represents a contingent right to receive one share of Common Stock. On June 23, 2025, the reporting person was granted 100,000 RSUs. The RSUs (i) vested 12.5% on each of September 23, 2025, December 23, 2025, and March 23, 2026 and (ii) vest 62.5% in five successive equal quarterly installments, provided that the reporting person is an officer of the Company on the applicable vesting dates. 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, 12,500 shares of Common Stock were delivered to the reporting person on May 18, 2026.
RSUs vested 12,500 shares Common stock delivered on May 18, 2026 from RSU vesting
Tax-withholding shares 6,038 shares Shares sold by company at $9.70 to fund tax liability
Tax-withholding price $9.70 per share Price for 6,038 shares used to pay RSU-related taxes
Direct holdings after transactions 27,186 shares Ondas common stock held directly by CFO after Form 4 events
Indirect spouse IRA holdings 4,400 shares Common stock held indirectly through spouse’s IRA
Indirect spouse holdings 769 shares Common stock held indirectly by spouse
RSUs remaining 62,500 units Restricted Stock Units outstanding after May 18, 2026 vesting
Original RSU grant 100,000 units RSUs granted on June 23, 2025 with staged vesting
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 liability financial
"These shares were sold by the Company to fund tax liability attributable to the vesting of the RSUs."
contingent right financial
"Each RSU represents a contingent right to receive one share of Common Stock."
change in control financial
"All RSUs granted to the reporting person shall vest in full immediately upon a change in control."
A "change in control" occurs when the ownership or management of a company shifts significantly, such as through a merger, acquisition, or sale of a large part of its assets. This change can impact how the company is run and may influence its future direction. For investors, it matters because it can affect the company's stability, strategy, and value, often signaling potential changes in investment risk or opportunity.
tax-withholding disposition financial
"Payment of exercise price or tax liability by delivering securities"
A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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*
LAIRD NEIL J
(Last)(First)(Middle)
C/O ONDAS INC.
222 LAKEVIEW AVENUE, SUITE 800
(Street)
WEST PALM BEACH FLORIDA 33401
(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
CFO and Treasurer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/18/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock05/18/2026M12,500A$0(1)33,224D
Common Stock05/20/2026F6,038(2)D$9.727,186D
Common Stock769IBy Spouse
Common Stock4,400IBy Spouse IRA
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units(3)05/18/2026M12,500 (4) (4)Common Stock12,500$062,500D
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 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 June 23, 2025, the reporting person was granted 100,000 RSUs. The RSUs (i) vested 12.5% on each of September 23, 2025, December 23, 2025, and March 23, 2026 and (ii) vest 62.5% in five successive equal quarterly installments, provided that the reporting person is an officer of the Company on the applicable vesting dates. 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, 12,500 shares of Common Stock were delivered to the reporting person on May 18, 2026.
/s/ Neil Laird05/21/2026
** Signature of Reporting PersonDate
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)

Source: View Original Filing on SEC EDGAR

FAQ

What did Ondas (ONDS) CFO Neil J. Laird report in this Form 4?

Ondas CFO Neil J. Laird reported RSU vesting and related tax withholding. 12,500 Restricted Stock Units vested into common shares, and the company sold 6,038 shares to cover tax liabilities, reflecting routine equity compensation activity rather than an open-market stock sale.

How many RSU shares vested for the Ondas (ONDS) CFO and at what terms?

12,500 RSUs vested for the Ondas CFO, delivering 12,500 common shares at a stated price of $0.00 per share. These units are part of a 100,000 RSU grant from June 23, 2025, which vests in scheduled quarterly installments and fully upon a change in control.

Why were 6,038 Ondas (ONDS) shares sold in connection with this Form 4?

6,038 Ondas shares were sold by the company to pay tax liabilities from the CFO’s RSU vesting. This is reported as a tax-withholding disposition, meaning it is a mechanistic transaction to satisfy taxes rather than a discretionary open-market sale by the executive.

What are Neil J. Laird’s Ondas (ONDS) share holdings after these transactions?

After the reported transactions, Neil J. Laird holds 27,186 Ondas common shares directly, 4,400 shares indirectly through his spouse’s IRA, and 769 shares indirectly through his spouse. He also has 62,500 unvested or outstanding RSUs linked to additional potential future share delivery.

What is the vesting schedule of the Ondas (ONDS) CFO’s 100,000 RSUs?

The 100,000 RSUs granted on June 23, 2025 vest 12.5% on each of September 23, 2025, December 23, 2025, and March 23, 2026. The remaining 62.5% vest in five equal quarterly installments, with all RSUs vesting immediately upon a change in control, subject to continued officer status.

Does this Ondas (ONDS) Form 4 indicate any remaining RSU position for the CFO?

Yes. Following the May 18, 2026 vesting event, the CFO has 62,500 RSUs remaining. Each RSU represents a contingent right to receive one share of Ondas common stock, so these units reflect potential future share delivery as additional tranches vest under the grant’s schedule.