🧾 What This Document Is

This is a preliminary proxy statement (PRE 14A) from Ondas Inc. Think of it as an invitation and information packet for the company's upcoming annual shareholder meeting. It outlines the key decisions shareholders need to vote on and provides the details behind each one. The meeting is scheduled for May 28, 2026, in West Palm Beach, Florida.

👉 Why it matters: This document is your guide as a shareholder. It tells you what's being voted on, why the board recommends each vote, and gives you the background information (like executive pay) needed to make an informed decision.

🏢 What The Company Does

In simple terms, Ondas Inc. develops and sells private wireless communications and autonomous drone systems. They create the networks and "brains" for things like industrial robots and drones to operate securely in places like factories, farms, and critical infrastructure.

👉 Why it matters: Understanding their business—selling complex tech for specialized industries—helps explain why they need a strong team and are planning for growth. Their performance depends on retaining talent and making strategic moves.

💰 Financial & Governance Snapshot

The proxy reveals some key financial and operational details:

• Cash Position: As of March 31, 2026, the company had cash and cash equivalents over $1.4 billion (unaudited), giving it significant financial firepower.
• Shares Outstanding: As of April 9, 2026, there were 481,883,390 shares of common stock issued and outstanding.
• Board & Leadership: The board proposes to re-elect four directors: Eric Brock (Chairman & CEO), Richard Cohen, Randall Seidl, and Jaspreet Sood.
• Auditor Change: The company switched its independent auditor from RRBB to BDO USA, P.C. in January 2026.

👉 Why it matters: The huge cash reserve signals the company is in a strong position for acquisitions or big investments. The board is seeking shareholder validation for its current leadership and its new accounting firm.

🚀 Key Shareholder Proposals

The core of this document is asking shareholders to vote on five main proposals:

1. Elect Directors: Vote to keep the four current board members in their seats.
2. Ratify Auditor: Approve the hiring of BDO USA, P.C. as the new independent accountant.
3. Executive Compensation ("Say on Pay"): Provide an advisory vote approving how the top executives are paid.
4. Increase Authorized Shares: Approve amending the corporate charter to increase the number of authorized common shares from 800 million to 1.2 billion.
5. Increase Incentive Plan Shares: Approve adding 20 million more shares to the company's employee stock incentive plan (for a total of 81 million shares).

👉 Why it matters: Proposals 1-3 are standard annual votes. Proposals 4 and 5 are the big asks. They signal the company is preparing for significant growth, likely through more acquisitions (using shares as currency) and needs to attract/retain employees with stock awards.

📦 The Charter Amendment Proposal (Proposal 4)

This is a request to issue a lot more potential stock.

• The Ask: Increase authorized shares by 400 million (a 50% increase).
• The Reason: To have flexibility for future needs like acquisitions, strategic partnerships, capital raising, or employee incentives. The board says it has no immediate plans for these shares.
• The Risk: More authorized shares can dilute the ownership percentage of existing shareholders if they are issued. The company acknowledges this could impact stock price and voting power.

👉 Why it matters: This is like a company asking for permission to expand its credit line. It doesn't mean they will spend it all at once, but it gives them the option to act quickly on deals without another shareholder vote, which is crucial for staying competitive.

💸 The Incentive Plan Proposal (Proposal 5)

This seeks more shares for rewarding employees.

• The Ask: Add 20 million shares to the 2021 Stock Incentive Plan.
• The Reason: To continue attracting and retaining talent in a competitive tech market, especially after using many shares to incentivize employees from recently acquired companies.
• The Context: As of April 9, 2026, only ~1.9 million shares were left for new grants under the current plan.

👉 Why it matters: Tech companies use stock to pay people. To keep hiring great engineers and executives—or to keep the teams they bought—Ondas needs a pool of shares to offer. This proposal is about funding the "people engine" for their growth strategy.

👥 Executive Compensation Details

The proxy discloses what the top executives earned in 2025:

• CEO Eric Brock: Total compensation of $426,066 (salary, bonus, other).
• CFO Neil Laird: Total compensation of $675,635 (salary, bonus, stock awards, option awards).
• COO Patrick Huston: Total compensation of $1,148,077 (salary, bonus, significant stock & option awards).

👉 Why it matters: This transparency allows shareholders to evaluate if pay aligns with company performance. The large awards for the CFO and COO, especially in stock, are designed to tie their fortunes directly to the company's long-term success.

⚖️ Big Picture: Strengths & Risks

👍 Strengths:

• Strong Cash Position: Over $1.4B in cash provides major strategic flexibility for growth and weathering downturns.
• Clear Growth Plan: The proposals show a coherent strategy: secure leadership, plan for acquisitions (Proposal 4), and lock in talent (Proposal 5).
• Experienced Board: The director nominees have deep backgrounds in finance, tech sales, and executive leadership.

⚠️ Risks:

• Dilution Risk: Both Proposal 4 and 5 could dilute existing shareholders' ownership and earnings per share.
• Execution Risk: The company's growth strategy, especially via acquisitions, is not guaranteed to succeed.
• Market Risk: Operating in specialized tech sectors makes them vulnerable to industry cycles and competition.

🧠 The Analogy

Imagine Ondas Inc. is a homeowner with great credit and a lot of cash saved. They love their house but want to build a big extension and a guest house. This meeting is them asking the board of family shareholders for two things: first, permission from the bank to increase their mortgage limit (Proposal 4 - Authorized Shares), and second, approval to set aside a portion of their savings to pay a premium architect and builder (Proposal 5 - Incentive Plan) to ensure the expansion is done right. They're not spending the money yet, but they want the approvals lined up so they can act fast when the perfect opportunity arises.

🧩 Final Takeaway

This proxy statement reveals Ondas is in a strong financial position and is actively planning its next phase of growth. Shareholders are being asked to empower the board with the tools (more authorized shares) and the talent incentives (bigger stock plan) to aggressively pursue acquisitions and scale the business, while also approving its current leadership and governance. The core decision is whether to trust the board with this expanded strategic flexibility.