📜 What This Document Is 📄

This filing is a Proxy Statement (Form DEF 14A), which is essentially an official packet mailed to all Ondas Inc. stockholders before the Annual Meeting of Stockholders. Think of it as the official roadmap and rulebook for the meeting. It outlines the matters that the company's management and Board of Directors want you to vote on, giving you all the background information needed to make an informed decision.

The goal is to help you understand the company's governance—how the company is run—and to gather your vote on critical topics like electing directors and increasing authorized share counts.

🏢 What Ondas Does 🌐

While this filing is highly focused on governance and shareholder votes, Ondas Inc. operates in the advanced technology and robotics space. The company is deeply involved in autonomous systems and defense technologies, running multiple operational units.

These units include:

• Ondas Networks Inc. (“Networks”): A key area of operation.
• Ondas Autonomous Systems Inc. (“OAS”): Another primary operational unit.
• American Robotics, Inc.: A subsidiary with its own role.

👉 The company’s strategy involves continuous growth and expansion, often through acquiring other businesses and building out its technological platform.

🗓️ Annual Meeting Logistics 📅

All of the voting details revolve around the 2026 Annual Meeting of Stockholders. It is crucial that stockholders know the dates, as voting methods vary depending on whether they attend in person or vote by proxy.

• Date and Time: The Annual Meeting is scheduled for Thursday, May 28, 2026, at 10:00 a.m. Eastern Time.
• Location: The meeting will be held at the law offices of Akerman LLP in West Palm Beach, Florida.
• Key Date: The Record Date (the date the company verifies who is eligible to vote) is April 9, 2026.
• Voting Reminder: The Board strongly recommends that stockholders cast their vote as soon as possible, even if they plan to attend in person.

🗳️ How to Vote & Key Rules 🗳️

The filing provides detailed instructions on how stockholders can exercise their voting rights, which generally involve casting a vote via proxy.

• Voting Methods: Stockholders can submit their proxies via three primary ways:
  1. Internet: By visiting the designated website at https://AALvote.com/ONDS by 11:59 p.m. ET on May 27, 2026.
  2. Telephone: By calling the toll-free number +1 (866) 804-9616 by 11:59 p.m. ET on May 27, 2026.
  3. Mail: By completing and returning the enclosed proxy card.
• Voting Power: Each stockholder of Common Stock is entitled to one vote per share on each matter presented.
• Board Recommendation: The Board recommends voting FOR all five major proposals presented at the meeting.

👨‍💼 Governance & Board Oversight 👔

This section details the people running the company and the structure used to manage risks and finances. The Board of Directors (currently comprised of four members) is responsible for overseeing all aspects of the business.

• Board Structure: The Board is composed of current directors: Eric A. Brock (Chairman, CEO, & President), Richard M. Cohen, Randall P. Seidl, and Jaspreet Sood.
• Governance Rules: The Board has noted that the Chairman and CEO roles are combined, but the overall corporate governance policies and strong internal controls are intended to minimize any potential conflict.
• Committees: The Board utilizes three key committees to provide expert oversight:
  • Audit Committee: Led by Mr. Cohen, this group oversees financial reporting and the internal accounting procedures. It held nine meetings and took five actions by unanimous written consent in 2025.
  • Compensation Committee: Led by Mr. Seidl, this group reviews and approves the compensation for all executive officers.
  • Nominating and Corporate Governance Committee (N&CG): This committee assists the Board in identifying and recommending qualified individuals to become directors.
• Expert Oversight: The Audit Committee, specifically led by Mr. Cohen, has been determined to satisfy all applicable independence and functional requirements under SEC and Nasdaq rules.

🧑‍⚖️ The Director Election Proposal (Proposal 1) 🧑‍⚖️

The first proposal asks stockholders to elect four directors, each for a term expiring at the next Annual Meeting. The current four members listed on the Board are recommended for re-election.

• The Nominees: The Board has nominated the four current directors: Eric A. Brock, Richard M. Cohen, Randall P. Seidl, and Jaspreet Sood.
• Board Stance: The Board recommends voting FOR the election of all director nominees.
• Voting Requirement: Election requires a plurality of votes cast (meaning the nominee needs the most votes, not necessarily a majority).

🔎 The Independent Auditor Proposal (Proposal 2) 🔍

This proposal asks stockholders to ratify (approve) the selection of the independent certified public accountants for the fiscal year ending December 31, 2026.

• Auditor: The company proposes to continue with BDO USA, P.C.
• Board Stance: The Board recommends voting FOR the ratification of BDO USA, P.C.
• Voting Requirement: Approval requires a majority of the votes cast.
• Audit Fees: The filing provides a look at fees billed by the auditor:
  • For 2025: Total fees were $519,500.
  • For 2024: Total fees were $394,680.
  • Why it matters: The increase in fees in 2025 compared to 2024 ($519,500 vs. $394,680) shows the cost associated with performing the required audit and tax services for that year.

💸 Executive Compensation (Say on Pay) 💰

This section covers the compensation plan for all executives and board members. The "Say on Pay" proposal is a non-binding advisory vote that gives stockholders a chance to weigh in on the compensation package.

• Proposal Goal: To obtain advisory approval of the compensation packages for the named executive officers.
• Board Stance: The Board recommends voting FOR the proposal.
• Voting Requirement: Approval requires a majority of the votes cast.
• Key Compensation Details (Total Compensation):
  • Patrick Huston (COO, General Counsel and Secretary): Received a total compensation of $1,148,077 in 2025 (up from $253,333 in 2024).
  • Neil Laird (CFO and Treasurer): Received a total compensation of $675,635 in 2025 (up from $268,911 in 2024).
  • Eric A. Brock (CEO): Received a total compensation of $426,066 in 2025 (up from $219,288 in 2024).
• Executive Contracts: The filing outlines specific agreements:
  • Eric A. Brock: His initial salary was $200,000/year. Following compensation committee approval on May 14, 2025, his base salary was set at $400,000 effective April 1, 2025. His agreement also covers severance pay provisions.
  • Neil Laird: His annual base salary was set at $300,000, and later increased to $375,000 effective January 28, 2026.
  • Patrick Huston: His annual base salary is $400,000.
• Stock Options: The filing details the outstanding equity awards, noting that Patrick Huston has 100,000 shares of RSUs with a market value of $976,000—a substantial reward reflecting his role.

🏢 Increasing Corporate Capacity 🚀

These two proposals concern increasing the amount of share capital the company is legally allowed to issue. In the corporate world, if you don't have enough "slots" authorized for shares, it can hinder future growth.

Increasing Authorized Shares (Charter Amendment)

The company asks to amend its Articles of Incorporation to increase the total number of authorized Common Stock shares.

• The Change: Increasing the limit from 800,000,000 shares to 1,200,000,000 shares.
• Board Stance: The Board recommends voting FOR this increase.
• Purpose: The Board believes this gives the company "needed flexibility" to fund strategic growth initiatives, including acquisitions and platform expansion, without having to face delays or costly shareholder votes every time they need to issue a large block of stock.
• Warning: The Board notes that any future issuance of shares may have a dilutive effect on earnings per share and voting rights for existing shareholders.

Amending the Incentive Plan (2021 Plan)

The company also seeks to amend its existing stock incentive plan to support compensation across its workforce.

• The Change: Increasing authorized shares under the 2021 Plan from 61,000,000 shares to 81,000,000 shares.
• Additional Shares: This provides an additional 20,000,000 shares of Common Stock.
• Board Stance: The Board recommends voting FOR this amendment.
• Purpose: The Company argues that this increase is vital for attracting, retaining, and motivating specialized technical personnel in the highly competitive advanced autonomous systems market.

🔎 Audit Committee Report & Related Transactions 🧐

This section is the Audit Committee's formal report to the stockholders. It provides assurance regarding the financial health and reporting quality of the company.

• Scope: The committee reviewed and discussed the company's audited financial statements for the fiscal year ended December 31, 2025, with management.
• Process Integrity: The committee affirms that the company followed all necessary procedures for oversight.
• Confirmation of Rules: The committee confirms that the provision of all services by the independent auditor (RRBB) was approved by the Audit Committee beforehand, protecting the auditor’s independence.

🤝 Final Resources & Contacts 📞

This final section provides all the necessary contact points for questions regarding the meeting or the materials.

• For General Meeting Questions: Contact Ondas Inc. Investor Relations at (888) 350-9994 or [email protected].
• For Proxy/Voting Assistance: Contact Alliance Advisors, LLC at (855) 325-6668 or [email protected].

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🧠 The Analogy 🎨

Voting at the Annual Meeting is like refreshing the power supply for a massive factory. The factory (Ondas) is growing rapidly and needs new machines (acquisitions/growth initiatives). To run those machines, it needs access to a massive, ready supply of power (authorized shares/capital). The governance proposals—like increasing share limits or amending the incentive plan—are simply asking the owners (stockholders) for the necessary structural upgrades and capacity increases to ensure the business can continue its ambitious expansion without running out of necessary resources or authorization.

🧩 Final Takeaway 🚀

The core message of the Proxy Statement is that Ondas Inc. is in a high-growth phase and requires significant corporate flexibility. Stockholders must vote to authorize increases in the company's total share count and to approve the current executive compensation structure to support its strategic expansion and talent retention efforts.