Ron Stern - 07 Jan 2025 Form 4 Insider Report for Ondas Holdings Inc. (ONDS)

Role: Director
Signature: /s/ Ron Stern
Issuer symbol: ONDS
Transactions as of: 07 Jan 2025
Net transactions value: -$6,725,455
Form type: 4
Filing time: 26 Nov 2025, 17:22:23 UTC
SEC: View on sec.gov

Reporting Owners (1)

Name	Relationship	Address	Signature	Signature date	CIK
Stern Ron	Director	ONE MARINA PARK DRIVE, SUITE 1410, BOSTON	/s/ Ron Stern	26 Nov 2025	0002087269

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	ONDS	Common Stock	Options Exercise	$2,286,500	+850,000		$2.69	850,000	26 Nov 2025	Direct
transaction	ONDS	Common Stock	Sale	$6,725,455	-850,000	-100%	$7.91	0	26 Nov 2025	Direct	F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	ONDS	Stock Option (right to buy)	Award	$0	+2,876,944		$0.000000	2,876,944	07 Jan 2025	Common Stock	2,876,944	$2.69	Direct	F2
transaction	ONDS	Stock Option (right to buy)	Options Exercise	$2,286,500	-850,000	-30%	$2.69	2,026,944	26 Nov 2025	Common Stock	850,000	$2.69	Direct	F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $7.70 to $8.235, inclusive. The reporting person undertakes to provide to Ondas Holdings Inc. (the "Company"), any security holder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.
F2	(i) 66.67% of these stock option vested and were exercisable on the earlier of (A) a quarterly basis over a two year period following the grant date or (B) the expiration of a 30-day period in which the average price per share of the Company's common stock, par value $0.0001, was $5.00 or more (the "Valuation Milestone"), and (ii) 33.33% of these stock option vested and were exercisable upon the Company achieving the Valuation Milestone, provided that the reporting person was a director of the Company on the applicable vesting dates, as reported on the Company's Current Report on Form 8-K filed January 13, 2025. All stock option granted to the reporting person shall have vested in full immediately upon a change in control. The stock option has vested and is exercisable as of the date hereof.

Content

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $7.70 to $8.235, inclusive. The reporting person undertakes to provide to Ondas Holdings Inc. (the "Company"), any security holder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

(i) 66.67% of these stock option vested and were exercisable on the earlier of (A) a quarterly basis over a two year period following the grant date or (B) the expiration of a 30-day period in which the average price per share of the Company's common stock, par value $0.0001, was $5.00 or more (the "Valuation Milestone"), and (ii) 33.33% of these stock option vested and were exercisable upon the Company achieving the Valuation Milestone, provided that the reporting person was a director of the Company on the applicable vesting dates, as reported on the Company's Current Report on Form 8-K filed January 13, 2025. All stock option granted to the reporting person shall have vested in full immediately upon a change in control. The stock option has vested and is exercisable as of the date hereof.