[Form 4] Ondas Holdings Inc. Insider Trading Activity

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(Low)

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(Neutral)

Form Type

Rhea-AI Filing Summary

Ondas Holdings Inc. (ONDS) reported a non-derivative compensation grant to director Randy Seidl: 15,645 Restricted Stock Units (RSUs) were granted on 08/11/2025. Each RSU is a contingent right to receive one share of the company's common stock, and the award was approved in connection with the Compensation Committee's adoption of an Amended and Restated Non-Employee Director Compensation Policy referenced as Exhibit 10.4 in the issuer's quarterly report for the period ended June 30, 2025.

The RSUs carry a vesting schedule that spreads payouts across late 2025 and through 2026, specifically portions vesting in the third and fourth quarters of 2025 and quarterly through 2026. The reported grant uses a $0 price basis for the RSUs, indicating they are awards rather than purchases.

Insights

TL;DR Director Randy Seidl received 15,645 RSUs tied to a revised non-employee director compensation policy; vesting stretches through 2026.

The grant is a standard non-employee director compensation event reflecting an approved policy update rather than a market transaction by the director. The award quantity, 15,645 RSUs, is clearly specified and converts one-for-one into common shares upon vesting. The staged vesting schedule aligns incentives over multiple quarters, and the award is reported as direct beneficial ownership. From a governance perspective, the disclosure is complete in identifying the instrument, link to the committee approval and the vesting cadence, allowing investors to assess timing of potential share issuance.

TL;DR This Form 4 documents a director RSU grant of 15,645 units with quarterly vesting through 2026; impact appears routine and non-material on its face.

The filing documents a 15,645 RSU grant awarded under the amended non-employee director compensation policy and reported as direct beneficial ownership. The disclosure includes a granular vesting schedule: 1,561 RSUs vest in Q3 2025, 2,817 in Q4 2025, 2,816 in Q1 2026, and 2,817 in each of Q2鈥換4 2026, which clarifies when shares may be issued. There is no cash purchase price and the RSUs convert to common stock on vesting. For investors, this is a routine compensation disclosure rather than an active buy or sell by the director.

08/13/2025 - 09:31 PM

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
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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^*

Seidl Randy

(Last)

(First)

(Middle)

ONE MARINA PARK DRIVE, SUITE 1410

(Street)

BOSTON

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)
08/11/2025

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽¹⁾	08/11/2025		A		15,645⁽²⁾		⁽³⁾	⁽³⁾	Common Stock	15,645	$0	15,645	D

Explanation of Responses:

1. Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of Ondas Holdings Inc. (the "Company") common stock, par value $0.0001 per share.

2. These RSUs were granted in connection with the issuer's Compensation Committee's approval of the Amended and Restated Non-Employee Director Compensation Policy, attached as Exhibit 10.4 of the issuer's Quarterly Report on Form 10-Q for the quarter ended June 30, 2025.

3. 1,561 RSUs vest during the third quarter of 2025, 2,817 RSUs vest during the fourth quarter of 2025, 2,816 RSUs vesting during the first quarter of 2026 and 2,817 RSUs vest in each of the second, third and fourth quarters of 2026

	/s/ Randy Seidl	08/13/2025
	** 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.
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