Statement of Changes in Beneficial Ownership (Form 4)

FORM 4 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 that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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(Print or Type Responses)

1. Name and Address of Reporting Person * SOOD JASPREET K 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 (Month/Day/Year) 12/22/2025 (Street) BOSTON, MA 02210 4. If Amendment, Date 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 (City) (State) (Zip) 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) Code V Amount (A) or (D) Price Common Stock 12/22/2025 M 21,034 A $ 0 (1) 182,691 D Common Stock 12/22/2025 S 7,060(2) D $9.48 175,631 D Common Stock 12/22/2025 M 21,035 A $ 0 (1) 196,666 D Common Stock 12/22/2025 S 8,004(2) D $9.48 188,662 D Common Stock 12/22/2025 M 19,608 A $ 0 (1) 208,270 D Common Stock 12/22/2025 S 6,581(2) D $9.48 201,689 D Common Stock 12/22/2025 M 19,608 A $ 0 (1) 221,297 D Common Stock 12/22/2025 S 6,581(2) D $9.48 214,716 D Common Stock 12/22/2025 M 1,561 A $ 0 (1) 216,277 D Common Stock 12/22/2025 S 525(2) D $9.48 215,752 D Common Stock 12/22/2025 M 2,817 A $ 0 (1) 218,569 D Common Stock 12/22/2025 S 947(2) D $9.48 217,622 D

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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 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
Restricted Stock Units	(3)	12/22/2025		M			21,034	(4)	(4)	Common Stock	21,034	$ 0	21,035	D
Restricted Stock Units	(3)	12/22/2025		M			21,035	(4)	(4)	Common Stock	21,035	$ 0	0	D
Restricted Stock Units	(3)	12/22/2025		M			19,608	(5)	(5)	Common Stock	19,608	$ 0	58,823	D
Restricted Stock Units	(3)	12/22/2025		M			19,608	(5)	(5)	Common Stock	19,608	$ 0	39,215	D
Restricted Stock Units	(3)	12/22/2025		M			1,561	(6)	(6)	Common Stock	1,561	$ 0	14,084	D
Restricted Stock Units	(3)	12/22/2025		M			2,817	(6)	(6)	Common Stock	2,817	$ 0	11,267	D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
SOOD JASPREET K ONE MARINA PARK DRIVE SUITE 1410 BOSTON, MA 02210	X

Signatures

/s/ Jaspreet Sood		12/23/2025
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Represents shares of Ondas Holdings 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 November 18, 2024, the reporting person was granted 84,139 RSUs. The RSUs vest 25% on each of January 1, 2025, April 1, 2025, July 1, 2025, and October 1, 2025, 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, 42,069 shares of Common Stock were delivered to the reporting person on December 22, 2025.
(5)	On May 12, 2025, the reporting person was granted 78,431 RSUs. The RSUs vest 25% on each of July 1, 2025, October 1, 2025, January 1, 2026, and April 1, 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, 39,216 shares of Common Stock were delivered to the reporting person on December 22, 2025.
(6)	On August 11, 2025, the reporting person was granted 15,645 RSUs. The RSUs vest as follows: (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 in each of the second, 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, 4,378 shares of Common Stock were delivered to the reporting person on December 22, 2025.

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