Sec Form 4 Filing - Stern Ron @ Ondas Holdings Inc. - 2025-01-07

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Stern Ron 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) (Last) (First) (Middle) ONE MARINA PARK DRIVE, SUITE 1410 3. Date of Earliest Transaction (MM/DD/YY) 01/07/2025 (Street) BOSTON, MA02210 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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) Code V Amount (A) or (D) Price Common Stock 11/26/2025 M 850,000 A $ 2.69 850,000 D Common Stock 11/26/2025 S 850,000 D $ 7.9123 ( 1 ) 0 D

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Stock Option (right to buy) $ 2.69 01/07/2025 A 2,876,944 ( 2 ) 01/07/2030 Common Stock 2,876,944 $ 0 2,876,944 D Stock Option (right to buy) $ 2.69 11/26/2025 M 850,000 ( 2 ) 01/07/2030 Common Stock 850,000 $ 2.69 2,026,944 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Stern Ron ONE MARINA PARK DRIVE, SUITE 1410 BOSTON, MA02210 X Signatures /s/ Ron Stern 11/26/2025 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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. ( 2 )(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.

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).

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