SCHEDULE 13D/A: Ondas Holdings Insider Joseph Popolo to Divest Shares Following Ambassadorial Nomination

Joseph V. Popolo and Charles & Potomac Capital, LLC are reducing their beneficial ownership in Ondas Holdings Inc. due to Popolo's nomination as U.S. Ambassador, requiring divestment of shares.

Summary

• Charles & Potomac Capital, LLC and Joseph V. Popolo, collectively the Reporting Persons, have filed an Amendment No. 5 to their Schedule 13D regarding their beneficial ownership in Ondas Holdings Inc.
• The primary reason for this amendment is Joseph V. Popolo's nomination to serve as the U.S. Ambassador to the Kingdom of the Netherlands, which necessitates the disposition of all beneficially owned shares due to ethics restrictions.
• The disposition must occur as soon as practicable, but no later than 90 days after the U.S. Senate's confirmation of his nomination.
• As of the filing date, both Charles & Potomac Capital, LLC and Joseph V. Popolo are no longer beneficial owners of more than 5% of Ondas Holdings Inc. shares.
• Charles & Potomac Capital, LLC beneficially owns 6,415,286 shares, representing 4.13% of the outstanding common stock.
• Joseph V. Popolo beneficially owns an aggregate of 7,699,531 shares, representing 4.95% of the outstanding common stock, including shares held directly and those shared with Charles & Potomac Capital, LLC.
• The calculation of ownership percentages is based on 152,360,697 shares outstanding as of June 3, 2025, plus 3,032,042 shares issuable upon warrant exercise.
• Charles & Potomac Capital, LLC recently acquired 200,000 shares in open market purchases between May 22, 2024, and June 7, 2024, for an aggregate price of $145,254.72.

Sentiment

Score: 4

Explanation: The sentiment is moderately negative due to the forced disposition of shares by a significant beneficial owner, which could lead to selling pressure and a perceived loss of confidence, despite the reason being external to the company's performance.

Positives

• The filing provides transparency regarding the reason for the change in beneficial ownership, which is due to an external personal appointment rather than company performance issues.
• The Reporting Persons are not required to dispose of their securities in Ondas Networks, a subsidiary of Ondas Holdings, indicating continued interest in that specific asset.

Negatives

• The forced disposition of shares by a significant beneficial owner could create selling pressure on Ondas Holdings Inc.'s stock.
• The reduction in beneficial ownership below 5% by key investors might be perceived negatively by the market, signaling a decrease in a significant stakeholder's commitment.

Risks

• Potential downward pressure on Ondas Holdings Inc.'s share price due to the required disposition of a substantial number of shares by the Reporting Persons.
• Uncertainty regarding the method and timing of share disposition (open market sales, donation) could impact market stability.

Future Outlook

The Reporting Persons are required to dispose of all beneficially owned shares of Ondas Holdings Inc. as soon as practicable, but no later than 90 days after the U.S. Senate's confirmation of Joseph V. Popolo's nomination as U.S. Ambassador. They may choose to donate the shares or sell them in one or more open market transactions or in another manner, including by any combination of the foregoing. They reserve the right to change their plans based on market conditions and the confirmation process.

Management Comments

• "As a result of Popolo being nominated to serve as the U.S. Ambassador to the Kingdom of the Netherlands and pursuant to the ethics restrictions applicable to such office with respect to ownership of the Shares, the Reporting Persons are required to dispose of all of the Shares beneficially owned by the Reporting Persons as soon as practicable but no later than 90 days after the U.S. Senate's confirmation of his nomination."
• "The Reporting Persons are not required to dispose of their securities in Ondas Networks, a subsidiary of Ondas Holdings, and they currently have no plans to do so."

Industry Context

This filing primarily concerns a change in beneficial ownership due to a personal appointment of a key individual, rather than broader industry trends. It highlights the regulatory requirements for individuals entering public service, which can necessitate divestment of certain financial holdings.

Stakeholder Impact

• Shareholders: Potential for increased selling pressure on the stock due to the required disposition of shares by significant beneficial owners.

Next Steps

• Joseph V. Popolo's U.S. Senate confirmation process for the Ambassadorial nomination.
• Disposition of beneficially owned shares by Reporting Persons as soon as practicable, but no later than 90 days after Senate confirmation.

Key Dates

Recommendation

Keywords

Ondas Holdings Inc., ONDS, Schedule 13D, beneficial ownership, share disposition, Joseph V. Popolo, Charles & Potomac Capital, LLC, SEC filing, ambassador nomination, stock divestment, warrant exercise