COHEN RICHARD M 4

4 · Ondas Inc. · Filed May 21, 2026

AI-generated summary of this filing

Updated May 22, 2026

Ondas (ONDS) Director Richard M. Cohen Receives RSUs, Sells Shares

What Happened

Richard M. Cohen, a director of Ondas Inc. (ONDS), had RSUs vest and received 44,848 shares on May 18, 2026 (acquired at $0.00 per share). To cover tax liabilities and as a separate open‑market sale, 15,152 of those shares were sold to the company for tax withholding at $9.70 per share (proceeds $146,974) and 7,500 shares were sold in the open market on May 20, 2026 at $9.50 per share (proceeds $71,250). Total proceeds from disposals: $218,224. Net new shares retained from these grants = 22,196 shares (44,848 acquired − 22,652 disposed).

Key Details

Transaction dates and prices:
- May 18, 2026: RSU vesting / conversion (reported as derivative exercise/conversion, code M) — 44,848 shares delivered at $0.00.
- May 20, 2026: Tax withholding (code F) — 15,152 shares sold at $9.70 (total $146,974).
- May 20, 2026: Open‑market sale (code S) — 7,500 shares sold at $9.50 (total $71,250).
Shares owned after transaction: the filing does not report total pre‑existing holdings; net increase from these vesting events = +22,196 shares.
Notable footnotes:
- F1/F3: Shares were received upon RSU vesting (each RSU = one share).
- F2: Shares were sold by the company to fund tax withholding (a “sell‑to‑cover”).
- F4/F5: Grants and vesting schedules — 78,431 RSUs granted May 12, 2025 (39,215 delivered); 15,645 RSUs granted Aug 11, 2025 (5,633 delivered). Remaining RSUs subject to future vesting conditions.
Filing: Form 4 filed May 21, 2026 reporting May 18 and May 20 transactions. (Form 4s are generally due within two business days of a reportable transaction.)

Context

These transactions reflect routine RSU vesting and sell‑to‑cover tax withholding plus a separate partial open‑market sale. The derivative entries (code M) reflect conversion/settlement of RSUs into shares; the tax withholding (code F) represents shares sold to cover the tax bill rather than a cash payment. Such sell‑to‑cover transactions are common and do not by themselves indicate the insider’s broader market view.

Form 4

Period: 2026-05-18

Director

Transactions

Exercise/Conversion
Common Stock
[F1]
2026-05-18+19,607→ 262,264 total
Tax Payment
Common Stock
[F2]
2026-05-20$9.70/sh−6,087$59,044→ 256,177 total
Exercise/Conversion
Common Stock
[F1]
2026-05-18+19,608→ 275,785 total
Tax Payment
Common Stock
[F2]
2026-05-20$9.70/sh−7,307$70,878→ 268,478 total
Exercise/Conversion
Common Stock
[F1]
2026-05-18+2,816→ 271,294 total
Tax Payment
Common Stock
[F2]
2026-05-20$9.70/sh−882$8,555→ 270,412 total
Exercise/Conversion
Common Stock
[F1]
2026-05-18+2,817→ 273,229 total
Tax Payment
Common Stock
[F2]
2026-05-20$9.70/sh−876$8,497→ 272,353 total
Sale
Common Stock
2026-05-20$9.50/sh−7,500$71,250→ 264,853 total
Exercise/Conversion
Restricted Stock Units
[F3][F4]
2026-05-18−19,607→ 19,608 total
→ Common Stock (19,607 underlying)
Exercise/Conversion
Restricted Stock Units
[F3][F4]
2026-05-18−19,608→ 0 total
→ Common Stock (19,608 underlying)
Exercise/Conversion
Restricted Stock Units
[F3][F5]
2026-05-18−2,816→ 8,451 total
→ Common Stock (2,816 underlying)
Exercise/Conversion
Restricted Stock Units
[F3][F5]
2026-05-18−2,817→ 5,634 total
→ Common Stock (2,817 underlying)

Footnotes (5)

[F1]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").
[F2]These shares were sold by the Company to fund tax liability attributable to the vesting of the RSUs.
[F3]Each RSU represents a contingent right to receive one share of Common Stock.
[F4]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.
[F5]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.

Signature

/s/ Richard M. Cohen|2026-05-21

1 file