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
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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*
COHEN RICHARD M

(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)
XDirector10% Owner
Officer (give title below)Other (specify below)
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 Stock05/18/2026M19,607A$0(1)262,264D
Common Stock05/20/2026F6,087(2)D$9.7256,177D
Common Stock05/18/2026M19,608A$0(1)275,785D
Common Stock05/20/2026F7,307(2)D$9.7268,478D
Common Stock05/18/2026M2,816A$0(1)271,294D
Common Stock05/20/2026F882(2)D$9.7270,412D
Common Stock05/18/2026M2,817A$0(1)273,229D
Common Stock05/20/2026F876(2)D$9.7272,353D
Common Stock05/20/2026S7,500D$9.5264,853D
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)05/18/2026M19,607 (4) (4)Common Stock19,607$019,608D
Restricted Stock Units(3)05/18/2026M19,608 (4) (4)Common Stock19,608$00D
Restricted Stock Units(3)05/18/2026M2,816 (5) (5)Common Stock2,816$08,451D
Restricted Stock Units(3)05/18/2026M2,817 (5) (5)Common Stock2,817$05,634D
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 May 12, 2025, the reporting person was granted 78,431 RSUs. The RSUs vested 25% on each of July 1, 2025, October 1, 2025, January 1, 2026, and April 1, 2026. In connection with the vesting of these RSUs, 39,215 shares of Common Stock were delivered to the reporting person on May 18, 2026.
5. On August 11, 2025, the reporting person was granted 15,645 RSUs. The RSUs vested (i) 1,561 RSUs during the third quarter of 2025, (ii) 2,817 RSUs during the fourth quarter of 2025, (iii) 2,816 RSUs during the first quarter of 2026, and (iv) 2,817 RSUs during the second quarter of 2026. The remaining RSUs will vest 2,817 RSUs in each of the third and fourth quarters of 2026, provided that the reporting person is a director of the Company on the applicable vesting date. 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, 5,633 shares of Common Stock were delivered to the reporting person on May 18, 2026.
/s/ Richard M. Cohen05/21/2026
** 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).
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* Form 4: SEC 1474 (03-26)