Ondas Holdings Inc. SEC Filings

Ondas Holdings (Nasdaq: ONDS) filed an 8-K (Item 8.01) stating that, as of June 25 2025, all previously issued 3% Senior Convertible Notes—other than the December 17 2024 Series B-2 Notes—have been fully settled and are no longer outstanding. The only remaining notes total ~$5.4 million in principal and accrued interest (net of unamortized discount and costs), carry a fixed $0.88 conversion price (subject to discounted VWAP amortization) and mature on December 17 2026. No Exchange Notes, 2023 Additional Notes, December 3 2024 Additional Notes, or December 31 2024 Additional Notes remain outstanding, materially reducing near-term debt service and potential dilution. No other financial statements or exhibits were furnished.

Neil J. Laird, CFO, Secretary and Treasurer of Ondas Holdings (ONDS), received significant equity compensation on June 23, 2025, consisting of two key components:

• 100,000 Restricted Stock Units (RSUs) that vest quarterly over two years starting September 23, 2025. Each RSU converts to one share of common stock.
• 100,000 Stock Options with an exercise price of $1.58, vesting quarterly over two years starting September 23, 2025 and expiring June 23, 2035.

Both the RSUs and stock options include an accelerated vesting provision that triggers immediate full vesting upon a change in control of the company. This equity grant appears to be part of executive compensation to align the CFO's interests with shareholders and provide retention incentives through the two-year vesting schedule.

Ondas Holdings (NASDAQ: ONDS) has announced the permanent appointment of Neil Laird as Chief Financial Officer, Treasurer, and Secretary, effective June 22, 2025, following his interim role since June 2024.

Key terms of Laird's employment agreement include:

• Base salary of $300,000 annually
• One-time bonus of $50,000 payable July 1, 2025
• Equity compensation including 100,000 restricted stock units (vesting quarterly) and options to purchase 100,000 shares

The agreement includes severance provisions for termination without cause, constructive termination, or disability, providing 6 months of COBRA coverage. In the event of termination following a Change in Control, additional benefits include 6 months of salary continuation and accelerated vesting of equity awards. The agreement contains standard non-compete and non-solicitation provisions.

Ondas Holdings (NASDAQ:ONDS) filed an 8-K announcing a strategic partnership between its Ondas Autonomous Systems business unit's American Robotics subsidiary and Detroit Manufacturing Systems (DMS). The partnership, formalized through a Letter of Intent, aims to support U.S.-based manufacturing and supply chain operations for American Robotics' autonomous drone platforms.

The company issued both a fact sheet and press release regarding the DMS Strategic Partnership, with the fact sheet being furnished under Regulation FD disclosure.

Ondas Holdings Inc. (NASDAQ: ONDS) filed a Form 8-K dated June 24, 2025 to disclose two information-only items.

Item 7.01 – Regulation FD: The company furnished an investor fact sheet (Exhibit 99.1) related to a new strategic partnership. The fact sheet is provided for informational purposes only and is not deemed “filed” under the Exchange Act.

Item 8.01 – Other Events: Subsidiary American Robotics Inc. has entered into a strategic partnership with Mistral Inc., a Maryland-based business development and defense contracting firm. The partnership was announced in a press release furnished as Exhibit 99.2.

The filing contains no financial statements, pro-forma data, or guidance updates. No terms, duration, revenue expectations, or financial impact of the partnership were disclosed. Management did not reference any other material transactions or operational changes.

Investors should review Exhibits 99.1 and 99.2 for additional context; however, because the exhibits are furnished rather than filed, they carry no Section 18 liability and are not automatically incorporated into future SEC filings.

Ondas Holdings Inc. (NASDAQ: ONDS) filed a Form 8-K reporting an upcoming virtual Investor Day centered on the Ondas Autonomous Systems (OAS) segment to be held on July 9, 2025. Management reiterated its expectation to achieve ≥ $25 million of consolidated revenue in 2025, with at least $20 million coming from OAS. The filing includes a press release (Exhibit 99.1) and contains standard forward-looking-statement disclaimers. No new financial results, transactions, or changes to guidance were disclosed. Investors will gain additional strategic detail at the Investor Day, but the company remains exposed to the risks outlined in prior SEC filings.

Ondas Holdings director Richard M. Cohen reported multiple transactions on June 17, 2025. Cohen received 21,035 shares of common stock upon the vesting of Restricted Stock Units (RSUs) at $0 cost basis. Subsequently, 7,567 shares were sold at $1.69 per share to cover tax liabilities related to the RSU vesting. These transactions were part of a larger RSU grant of 84,139 units from November 18, 2024, which vests in four equal installments throughout 2025. Following these transactions, Cohen directly owns 182,855 shares of common stock and 42,069 unvested RSUs. The RSU grant includes an acceleration clause triggering immediate full vesting upon a change in control. This filing reflects standard equity compensation practices for board members and tax-related share sales.

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.

Form 144 filing reveals Ondas Holdings director Jaspreet K. Sood plans to sell 8,673 shares of common stock through Morgan Stanley Smith Barney, valued at $14,657.37. The sale is scheduled for June 17, 2025, on NASDAQ. The shares were acquired as Restricted Stock Units as part of director compensation. The sale is automatic to cover tax withholding obligations from vesting RSUs, not a discretionary trade. Previously, Sood sold 8,842 shares on March 21, 2025, for $5,914.53, also for tax withholding purposes. The company has 179,560,697 shares outstanding. The filing includes standard attestation that the seller has no knowledge of undisclosed material adverse information about Ondas Holdings.