UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

________________________________

SCHEDULE 14A
(Rule 14a-101)

________________________________

INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

Filed by the Registrant		☒
Filed by a Party other than the Registrant		☐

Check the appropriate box:

☒		Preliminary Proxy Statement
☐		Confidential, For Use of the Commission Only (As Permitted by Rule 14a-6(e)(2))
☐		Definitive Proxy Statement
☐		Definitive Additional Materials
☐		Soliciting Material under §240.14a-12

Ondas Inc.
(Name of Registrant as Specified in its Charter)

______________________________________________________________________________________________________

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒		No fee required.
☐		Fee paid previously with preliminary materials.
☐		Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

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PRELIMINARY PROXY STATEMENT — SUBJECT TO COMPLETION, DATED APRIL 10, 2026

Ondas Inc.
222 Lakeview Avenue Suite 800
West Palm Beach, FL 33401

April [ ], 2026

Dear Fellow Ondas Stockholder:

We are pleased to invite you to join us at the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Ondas Inc. (“Ondas” or the “Company”) to be held on Thursday, May 28, 2026 at 10:00 a.m. Eastern Time, at the law offices of Akerman LLP at 777 South Flagler Drive, Suite 1100 West Tower, West Palm Beach, Florida 33401.

The accompanying Notice of Annual Meeting and Proxy Statement describes the specific matters to be voted upon at the Annual Meeting. Whether you own a few or many shares of Ondas stock and whether or not you plan to attend the Annual Meeting in person, it is important that your shares be represented at the Annual Meeting. Your vote is important and we ask that you please cast your vote as soon as possible.

The Board of Directors recommends that you vote FOR the election of all the director nominees; FOR the ratification of the selection of BDO USA, P.C. as the Company’s independent certified public accountants for the fiscal year ending December 31, 2026; FOR the advisory approval of the Company’s executive compensation; FOR the approval of an amendment to the Company’s Amended and Restated Articles of Incorporation, as amended, to increase the number of authorized shares of common stock; and FOR the approval of an amendment to the Ondas Inc. 2021 Stock Incentive Plan, as amended (the “2021 Plan”), to increase the number of shares of common stock authorized for issuance under the 2021 Plan. Please refer to the accompanying Proxy Statement for detailed information on each of the proposals and the Annual Meeting.

Sincerely,

Eric A. Brock
Chairman, Chief Executive Officer and President
Ondas Inc.

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Ondas Inc.
222 Lakeview Avenue Suite 800

West Palm Beach, FL 33401

NOTICE OF THE 2026 ANNUAL MEETING OF STOCKHOLDERS

To Stockholders of Ondas Inc.:

The 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Ondas Inc. will be held on Thursday, May 28, 2026 at 10:00 a.m. Eastern Time, at the law offices of Akerman LLP at 777 South Flagler Drive, Suite 1100 West Tower, West Palm Beach, Florida 33401. The purpose of the Annual Meeting is to consider and vote upon the following proposals:

1. Director Election Proposal — a proposal to elect four directors, each for a term expiring at the next annual meeting or until their successors are duly elected and qualified;

2. Auditor Ratification Proposal — a proposal to ratify the selection of BDO USA, P.C. as the Company’s independent certified public accountants for the fiscal year ending December 31, 2026;

3. Say on Pay Proposal — a proposal to obtain advisory approval of the Company’s executive compensation;

4. Charter Amendment Proposal — a proposal to approve an amendment to the Company’s Amended and Restated Articles of Incorporation, as amended, to increase the number of authorized shares of common stock from 800,000,000 to 1,200,000,000;

5. Incentive Plan Proposal — a proposal to approve an amendment to the 2021 Stock Incentive Plan, as amended (the “2021 Plan”), to increase the number of shares of Common Stock authorized for issuance under the 2021 Plan; and

6. To transact any other business that is properly presented at the Annual Meeting or any adjournments or postponements of the Annual Meeting.

The close of business on April 9, 2026 has been fixed as the record date for the Annual Meeting (the “Record Date”). Only holders of record of Ondas Inc. common stock on the Record Date are entitled to notice of, and to vote at, the Annual Meeting or any adjournments or postponements of the Annual Meeting.

We cordially invite you to attend the Annual Meeting in person. Even if you plan to attend the Annual Meeting, we ask that you please cast your vote as soon as possible. As more fully described in the accompanying proxy statement, you may revoke your proxy and reclaim your right to vote at any time prior to its use.

Sincerely,

Patrick Huston

Chief Operating Officer, General Counsel and Secretary

Ondas Inc.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 28, 2026

The accompanying proxy statement and the most recent Annual Report on Form 10-K are available at https://web.viewproxy.com/Ondas/2026.

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PROXY STATEMENT

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		Page
PROXY STATEMENT		1
QUESTIONS AND ANSWERS ABOUT OUR ANNUAL MEETING		2
PROPOSAL 1: DIRECTOR ELECTION PROPOSAL		5
CORPORATE GOVERNANCE		7
EXECUTIVE COMPENSATION		11
PAY VERSUS PERFORMANCE		16
EXECUTIVE OFFICERS		18
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		19
PROPOSAL 2: AUDITOR RATIFICATION PROPOSAL		20
PROPOSAL 3: SAY ON PAY PROPOSAL		22
PROPOSAL 4: CHARTER AMENDMENT PROPOSAL		23
PROPOSAL 5: INCENTIVE PLAN AMENDMENT PROPOSAL		25
REPORT OF THE AUDIT COMMITTEE		27
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS		28
OTHER MATTERS		30
ANNEX A		A-1
ANNEX B		B-1

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PROXY STATEMENT

This Proxy Statement contains information relating to the solicitation of proxies by the Board of Directors (the “Board”) of Ondas Inc. (“Ondas” or the “Company,” or “we,” “us,” and “our”) for use at our 2026 Annual Meeting of Stockholders (“Annual Meeting”). Our Annual Meeting will be held on Thursday, May 28, 2026 at 10:00 a.m. Eastern Time, at the law offices of Akerman LLP at 777 South Flagler Drive, Suite 1100 West Tower, West Palm Beach, Florida 33401. If you will need directions to the Annual Meeting, please visit https://www.akerman.com/en/firm/offices/west-palm-beach.html. If you require special assistance at the Annual Meeting because of a disability, please contact Preston Grimes at (888) 350-9994.

The close of business on April 9, 2026 has been fixed as the record date for the Annual Meeting (the “Record Date”). Only holders of record of shares of Ondas common stock, par value of $0.0001 per share (“Common Stock”), on the Record Date are entitled to notice of, and to vote at, the Annual Meeting or any adjournments or postponements of the Annual Meeting. As of the Record Date, there were 481,883,390 shares of Common Stock issued and outstanding and entitled to vote at the Annual Meeting. This proxy statement and form of proxy are first being mailed to stockholders on or about April [ ], 2026.

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QUESTIONS AND ANSWERS ABOUT OUR ANNUAL MEETING

What is the purpose of our 2026 Annual Meeting?

Our 2026 Annual Meeting will be held to consider and vote upon the following proposals:

1. Director Election Proposal — a proposal to elect four directors, each for a term expiring at the next Annual Meeting or until their successors are duly elected and qualified;

2. Auditor Ratification Proposal — a proposal to ratify the selection of BDO USA, P.C. as the Company’s independent certified public accountants for the fiscal year ending December 31, 2026;

3. Say on Pay Proposal — a proposal to obtain advisory approval of the Company’s executive compensation;

6. To transact any other business that is properly presented at the Annual Meeting or any adjournments or postponements of the Annual Meeting.

How can I attend the Annual Meeting?

You are entitled to attend the Annual Meeting only if you were an Ondas stockholder as of the Record Date or you hold a valid proxy for the Annual Meeting. You should be prepared to present photo identification for admittance. If your shares are held by a brokerage firm, bank, or a trustee, you should provide proof of beneficial ownership as of the Record Date, such as a bank or brokerage account statement or other similar evidence of ownership. Even if you plan to attend the Annual Meeting, please cast your vote as soon as possible.

What are the voting rights of Ondas stockholders?

Each stockholder of Common Stock is entitled to one vote per share on each of the four director nominees and one vote per share on each other matter properly presented at the Annual Meeting for each share of Common Stock owned by that stockholder on the Record Date.

What constitutes a quorum?

The holders of a majority of the shares of stock, issued and outstanding and entitled to vote, shall be present in person or represented by proxy in order to constitute a quorum for the Annual Meeting. If you submit a properly executed proxy or voting instruction card or properly cast your vote via the Internet or telephone, your shares will be considered part of the quorum, even if you abstain from voting or withhold authority to vote as to a particular proposal. Under Nevada law, we also will consider as present for purposes of determining whether a quorum exists any shares represented by “broker non-votes.”

What are “broker non-votes?”

“Broker non-votes” occur when shares held by a brokerage firm are not voted with respect to a proposal because the firm has not received voting instructions from the stockholder and the firm does not have the authority to vote the shares in its discretion. Under applicable exchange rules, the Director Election Proposal, Say on Pay Proposal, and Incentive Plan Proposal are non-routine proposals, and as such a broker does not have the discretion to vote on such proposals if such broker has not received instructions from the beneficial owner of the shares represented. The Auditor Ratification Proposal and Charter Amendment Proposal are routine proposals, and as such a broker does have discretion to vote on the Auditor Ratification Proposal and Charter Amendment Proposal.

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Will my shares be voted if I do not provide my proxy?

If your shares are held by a brokerage firm and you do not provide the firm specific voting instructions, such firm will not have the authority to vote your shares for the Director Election Proposal, Say on Pay Proposal, and Incentive Plan Proposal and your shares will not be voted, and will be considered “broker non-votes,” with respect to these proposals to be presented at the Annual Meeting. Therefore, we urge you to provide voting instructions so that your shares will be voted. If you hold your shares directly in your own name, your shares will not be voted unless you provide a proxy or fill out a written ballot in person at the Annual Meeting.

How do I vote?

Ondas stockholders of record on April 9, 2026 may submit their proxies as follows:

• Through the Internet, by visiting the website established for that purpose at https://AALvote.com/ONDS by 11:59 p.m. Eastern Time on May 27, 2026 and following the instructions;

• By telephone, by calling the toll-free number +1 (866) 804-9616 in the United States, Canada, or Puerto Rico on a touch-tone phone by 11:59 p.m. Eastern Time on May 27, 2026 and following the recorded instructions; or

• By mail, by marking, signing, and dating the enclosed proxy card and returning it in the postage-paid envelope provided or returning it pursuant to the instructions provided in the proxy card.

If you are a beneficial owner, please refer to your proxy card or the information forwarded by your bank, broker or other holder of record to see which options are available to you.

To vote in person:

• If you are a registered holder, attend our Annual Meeting, bring valid photo identification, and deliver your completed proxy card or ballot in person; or

• If you hold your shares in “street name,” attend our Annual Meeting, bring valid photo identification, and obtain a legal proxy from your bank or broker to vote the shares that are held for your benefit, attach it to your completed proxy card and deliver it in person.

Can I change my vote after I have voted?

You may revoke your proxy and change your vote at any time before the final vote at the Annual Meeting. You may vote again on a later date via the Internet, by telephone, by signing and mailing a new proxy card with a later date, or by attending the Annual Meeting and voting in person (only your latest proxy submitted prior to the Annual Meeting will be counted). However, your attendance at the Annual Meeting will not automatically revoke your proxy unless you vote again at the Annual Meeting or specifically request in writing that your prior proxy be revoked.

What vote is required to approve each proposal at the Annual Meeting?

Proposal 1 — Director Election Proposal.

The vote required to elect our four directors, each for a term expiring at the next Annual Meeting or until their successors are duly elected and qualified, is a plurality of the votes cast at the Annual Meeting. A withhold vote and broker non-votes will have no effect on the outcome of the vote for the Director Election Proposal.

Proposal 2 — Auditor Ratification Proposal.

The vote required to approve the Auditor Ratification Proposal is a majority of the votes cast at the Annual Meeting. Abstentions will have no effect on the outcome of the vote for the Auditor Ratification Proposal.

Proposal 3 — Say on Pay Proposal.

The vote required to approve the Say on Pay Proposal is a majority of the votes cast at the Annual Meeting. Abstentions and broker non-votes will have no effect on the outcome of the Say on Pay Proposal.

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Proposal 4 — Charter Amendment Proposal.

The vote required to approve the Charter Amendment Proposal is a majority of the votes cast at the Annual Meeting. Abstentions will have no effect on the outcome of the vote for the Charter Amendment Proposal.

Proposal 5 — Incentive Plan Proposal.

The vote required to approve the Incentive Plan Amendment Proposal is a majority of the votes cast at the Annual Meeting. Abstentions and broker non-votes will have no effect on the outcome of the Incentive Plan Amendment Proposal.

How does the Board recommend I vote on the proposals?

The Board recommends that you vote:

• FOR Proposal 1: the Director Election Proposal;

• FOR Proposal 2: the Auditor Ratification Proposal;

• FOR Proposal 3: the Say on Pay Proposal;

• FOR Proposal 4: the Charter Amendment Proposal; and

• FOR Proposal 5: the Incentive Plan Proposal.

How will the persons named as proxies vote?

If you complete and submit a proxy, the persons named as proxies will follow your voting instructions. If you submit a proxy but do not provide instructions or if your instructions are unclear, the persons named as proxies will vote your shares in accordance with the recommendations of the Board, as set forth above.

With respect to any other proposal that properly comes before the Annual Meeting, the persons named as proxies will vote as recommended by our Board or, if no recommendation is given, in their own discretion.

Who will pay for the cost of soliciting proxies?

We will pay for the cost of soliciting proxies. Our directors, officers, and other employees, without additional compensation, may also solicit proxies personally or in writing, by telephone, e-mail, or otherwise. Ondas has engaged Alliance Advisors, LLC to assist it in the distribution and solicitation of proxies at a fee of $16,000, plus expenses. As is customary, we will reimburse brokerage firms, fiduciaries, voting trustees, and other nominees for forwarding our proxy materials to each beneficial owner of Common Stock held of record by them.

Whom should I call with questions?

If you have additional questions about the Annual Meeting, you should contact:

Ondas Inc.
222 Lakeview Avenue Suite 800
West Palm Beach, FL 33401
Attention: Investor Relations
Phone Number: (888) 350-9994
E-mail Address: inquiries@ondas.com

If you would like additional copies of this proxy statement or you need assistance voting your shares, you should contact:

Alliance Advisors, LLC
200 Broadacres Drive, 3rd Floor
Bloomfield, New Jersey 07003
Phone Number: (855) 325-6668 (Toll Free in U.S.)
Email: ONDS@allianceadvisors.com
Website: www.allianceadvisors.com

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PROPOSAL 1: DIRECTOR ELECTION PROPOSAL

Our Board currently consists of four members. All of the director nominees listed below were elected by our stockholders at our 2025 Annual Meeting of Stockholders. Upon the recommendation of our Nominating and Corporate Governance Committee (the “N&CG Committee”), our Board has nominated the four persons listed below to stand for a term expiring at the next Annual Meeting of Stockholders or until their successors are duly elected and qualified. Each nominee listed below is currently serving as a director and is willing and able to serve as a director of Ondas.

Directors

Below are the names of and certain information regarding our directors:

Name	Age	Position
Eric A. Brock	55	Chairman, Chief Executive Officer and President
Richard M. Cohen	75	Director
Randall P. Seidl	62	Director
Jaspreet Sood	52	Director

Eric A. Brock — Chairman of the Board, Chief Executive Officer, and President

Mr. Brock has been the Chairman and Chief Executive Officer since 2018 and our President since June 9, 2023. Also, Mr. Brock has served as an officer and director of our subsidiaries since September 2018, including: Chairman of Ondas Networks Inc. (“Networks”) since September 2018; Chairman of the Board and President of Ondas Autonomous Systems Inc. (“OAS”) since December 2023 and Co-Chief Executive Officer of OAS since August 2024; Chairman of American Robotics, Inc. since August 2021 and Secretary of American Robotics, Inc. since November 2023; Chairman of Airobotics Ltd. since January 2023; and Chairman and Chief Executive Officer of Ondas Capital Inc. since September 2025. Mr. Brock served as Secretary and Treasurer of OAS from December 2023 to October 2025; Chief Executive Officer of American Robotics, Inc. from June 2023 to October 2023; and as Chief Executive Officer of Networks from September 2018 to January 2025. Mr. Brock is an entrepreneur with over 30 years of global banking and investing experience. He served as a founding Partner and Portfolio Manager with Clough Capital Partners, a Boston-based investment firm, from 2000 to 2017. Prior to Clough, Mr. Brock was an investment banker at Bear, Stearns & Co. and an accountant at Ernst & Young, LLP. Mr. Brock holds an MBA from the University of Chicago and a BS from Boston College.

Non-Management Directors

Richard M. Cohen — Director

Mr. Cohen was appointed as one of our directors on September 28, 2018. Previously, he had served as a member of the Board of Networks from April 2016 to September 2018. He has been the President of Richard M Cohen Consultants since 1995, a company providing financial consulting services to both public and private companies. He has served as a director of Great Elm Capital Corp. (NASDAQ: GECC) since March 2022, Direct Digital Holdings, Inc. (NASDAQ: DRCT) since November 2021, 20/20 Biolabs, Inc. (NASDAQ: AIDX), and Smart For Life, Inc. (NASDAQ: SMFL) from February 2022 to October 2022. From March 2012 to July 2015, he was the Founder and Managing Partner of Chord Advisors, a firm providing outsourced CFO services to both public and private companies. From May 2012 to August 2013, he was the Interim CEO and member of the Board of Directors of CorMedix Inc. (NYSE: CRMD). From July 2008 to August 2012, Mr. Cohen was a member of the Audit Committee of Rodman and Renshaw, an investment banking firm. From July 2001 to August 2012, he was a partner with Novation Capital until its sale to a private equity firm. Mr. Cohen holds a BS with honors from the University of Pennsylvania (Wharton), an MBA from Stanford University and a CPA (inactive) from New York State. He is considered an expert to Chair the Audit Committee of a publicly traded company.

Randall P. Seidl — Director

Mr. Seidl was appointed as one of our directors on November 16, 2020. Mr. Seidl has served as Chief Executive Officer and a director of Rainwater Technologies (NASDAQ: RAIN) since January 2, 2025. In 2020, Mr. Seidl founded and continues to serve as Chairman of Sales Community, a sales social network with a mission to add value to technology sales professionals. In 2016, he founded and continues to serve as Chairman of Top Talent Recruiting, a boutique contingency-based recruiting business. In 2013, he founded and continues to serve as Chairman of Revenue Acceleration to help tech companies accelerate revenue growth. From 2009 to 2013, Mr. Seidl served as Sr. Vice

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President/General Manager of Hewlett Packard’s Americas and U.S. Enterprise Group. From 2006 to 2009, he served as Sr. Vice President/General Manager of Sun Microsystems’ North America business and as Vice President/General Manager for Financial Services. From 2004 to 2006, he served as Vice President/General Manager of East Region at StorageTek. From 2003 to 2004, he served as Chief Executive Officer and director at Permabit, from 2000 to 2003 was co-founder and Executive Vice President of GiantLoop, and from 1996 to 1999 was Chairman and Chief Executive Officer of Workgroup Solutions. He began his career at EMC Corporation, employee #33, holding various domestic and international positions including Vice President of Open Systems Sales for North America from 1985 to 1996. Since 2015, Mr. Seidl has served as director of Data Dynamics, a leader in enterprise data management, and since 2016 a director of ISG, the leader in claim and litigation support services for insurance and legal communities. He previously served as director of Datawatch Corporation (2015-2018, Nasdaq: DWCH, acquired by Altair). He continues to serve on the advisory boards and consults with ZoomInfo, AuctusIQ, TitanX, Sandler, and others. Mr. Seidl is a graduate of Boston College’s Carroll School of Management. Mr. Seidl serves as a Trustee Associated on Boston College’s Board of Trustees and the Board of Trustees of St. Sebastian’s School. He is also a member of Chief Executives Organization and Young Presidents’ Organization and is active with other charities.

Jaspreet (Jas) Sood — Director

Ms. Sood was appointed as one of our directors on January 19, 2021. Ms. Sood is a seasoned executive who has strategic expertise in the areas of sales, product management, P&L management, operational transformation and go to market strategies. Since August 2021, Ms. Sood serves as Senior Vice President of Sales — US Enterprise for Palo Alto Networks (NYSE: PANW). Prior to joining Palo Alto Networks, Ms. Sood held a variety of executive level positions with Hewlett Packard Enterprise (NYSE: HPE) and its predecessor companies in the areas of business operations, strategy, product management, and finance. Ms. Sood was employed by Hewlett Packard Enterprise and its predecessor companies for twenty-five years. Ms. Sood holds an MBA with an emphasis in Technology Management from Pepperdine University and a bachelor’s degree in Economics from the University of California, Irvine. In 2018, 2019, 2020, and 2021, she was honored as a “CRN Power 100 Woman of the Channel” and sales executive of the year in 2023. Ms. Sood is routinely featured as a guest speaker at various technology industry events.

Family Relationships

There are no family relationships between our executive officers and members of our Board.

Board Matrix

The matrix below summarizes certain of the key experiences, qualifications, skills, and attributes that our director nominees bring to the Board to enable effective oversight. This matrix is intended to provide a summary of our director nominees’ qualifications and is not a complete list of each director nominee’s strengths or contributions to the Board. Additional details on each director nominee’s experiences, qualifications, skills, and attributes are set forth in their biographies:

(As of April 9, 2026)	Eric Brock	Richard M. Cohen	Randall P. Seidl	Jaspreet Sood
Skills and Experience
Executive Leadership	•	•	•	•
Industry Experience	•			•
Financial and Accounting	•	•	•	•
Strategy and Innovation	•	•	•	•
Cybersecurity/Artificial Intelligence				•
Risk Management	•	•	•	•
Tenure and Independence
Tenure (years)	8	8	5	5
Independence		•	•	•

Vote Required and Board Recommendation

The vote required to elect our four directors, each for a term expiring at the next annual meeting or until their successors are duly elected and qualified, is a plurality of the votes cast. The Board recommends that you vote “FOR” the election of each of the director nominees.

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CORPORATE GOVERNANCE

Board of Directors

The business and affairs of the Company are managed by or under the direction of the Board. The Board is currently composed of four members. The Board has not appointed a lead independent director; instead, the presiding director for each executive session is rotated among the Chairs of the committees of our Board.

The Board held seven (7) meetings and took 26 actions by unanimous written consent during the year ended December 31, 2025. In 2025, each person serving as a director attended at least 75% of the total number of meetings of our Board and any Board committee on which he or she served.

Our directors are expected to attend our Annual Meeting of Stockholders. Any director who is unable to attend our Annual Meeting is expected to notify the Chairman of the Board in advance of the Annual Meeting. All of our directors then serving attended the 2025 Annual Meeting of Stockholders.

Committees of the Board

Audit Committee

The audit committee of the Board (the “Audit Committee”) reviews our internal accounting procedures and consults with and reviews the services provided by our independent registered public accountants. Our Audit Committee consists of three directors, Messrs. Cohen and Seidl and Ms. Sood, and our Board has determined that each of them is independent within the meaning of the listing requirements of The Nasdaq Stock Market (“Nasdaq”) and the independence requirements contemplated by Rule 10A-3 under the Exchange Act. Mr. Cohen is the chairman of the Audit Committee, and our Board has determined that Mr. Cohen is an “audit committee financial expert” as defined by Securities and Exchange Commission (“SEC”) rules and regulations implementing Section 407 of the Sarbanes-Oxley Act of 2002 (“SOX”). Our Board has determined that the composition of our Audit Committee meets the criteria for independence under, and the functioning of our Audit Committee complies with, the applicable requirements of the SOX, Nasdaq listing requirements and SEC rules and regulations. We intend to continue to evaluate the requirements applicable to us and to comply with the future requirements to the extent that they become applicable to our Audit Committee. The principal duties and responsibilities of our Audit Committee include:

• overseeing the accounting and financial reporting processes of the Company, internal systems of control of the Company and audits of the Company’s consolidated financial statements;

• overseeing the Company’s relationship with its independent auditors, including appointing or changing the Company’s auditors and ensuring their independence;

• providing oversight regarding significant financial matters, including the Company’s tax planning, treasury policies, dividends and share issuance and repurchases;

• overseeing the Code of Conduct; and

• reviewing and approving all transactions with related persons for potential conflict of interest situations on an ongoing basis.

The Audit Committee held nine (9) meetings and took five (5) actions by unanimous written consent during the year ended December 31, 2025.

Compensation Committee

The compensation committee of the Board (the “Compensation Committee”) reviews and determines the compensation of all our executive officers. Our Compensation Committee consists of three directors, Messrs. Cohen and Seidl and Ms. Sood, each of whom is a non-employee member of our Board as defined in Rule 16b-3 under the Exchange Act and independent within the meaning of the listing requirements of Nasdaq. Mr. Seidl is the chairman of the Compensation Committee. Our Board has determined that the composition of our Compensation Committee satisfies the applicable independence requirements under, and the functioning of our Compensation Committee

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complies with the applicable listing requirements of Nasdaq and SEC rules and regulations. We intend to continue to evaluate and intend to comply with all future requirements applicable to our Compensation Committee. The principal duties and responsibilities of our Compensation Committee include:

• establishing, overseeing and administering the Company’s employee compensation policies and programs;

• reviewing and approving compensation and incentive programs and awards for the Company’s Chief Executive Officer, all other executive officers of the Company and the non-employee members of the Company’s Board; and

• administering the Company’s equity compensation plans.

The Compensation Committee held five (5) meetings and took 18 actions by unanimous written consent during the year ended December 31, 2025.

Nominating and Corporate Governance Committee

The N&CG Committee consists of three independent directors, Messrs. Cohen and Seidl, and Ms. Sood. Mr. Cohen is the chairman of the N&CG Committee. Our Board has determined that the composition of our N&CG Committee satisfies the applicable independence requirements under, and the functioning of our N&CG Committee complies with the applicable listing requirements of Nasdaq and SEC rules and regulations. We will continue to evaluate and will comply with all future requirements applicable to our N&CG Committee. The N&CG Committee’s responsibilities include:

• assisting the Board in identifying individuals qualified to become Board members, consistent with criteria approved by the Board;

• recommending for the Board’s approval the slate of nominees to be proposed by the Board to stockholders for election to the Board;

• developing, updating and recommending to the Board the governance principles applicable to the Company;

• overseeing the evaluation of the Board and management;

• recommending to the Board the directors who will serve on each committee of the Board; and

• addressing any related matters required by the federal securities laws.

The N&CG Committee held one (1) meeting and took two (2) actions by unanimous written consent during the year ended December 31, 2025.

Code of Business Conduct and Ethics and Committee Charters

We have adopted a Code of Business Conduct and Ethics (the “Code”), which is applicable to all of our employees, executive officers and directors. The Audit Committee is responsible for overseeing the Code of Conduct and our Board must approve any waivers of the Code of Conduct for employees, executive officers and directors. All of our directors, executive officers and employees are required to certify in writing their understanding of and intent to comply with the Code of Conduct.

Our Board adopted charters for the Audit Committee, Compensation Committee, and N&CG Committee of the Board describing the authority and responsibilities delegated to each committee.

We post on our website www.ondas.com the charters of each of our Board committees and our Code of Conduct, and all disclosures that are required by law concerning any amendments or waivers thereto applicable to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions; and any other corporate governance materials contemplated by the Nasdaq listing requirements and SEC regulations. These documents are also available in print, without charge, to any stockholder requesting a copy in writing from our Secretary at our executive offices set forth in this proxy statement.

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Insider Trading Policy

We have adopted an Insider Trading Policy that governs the purchase, sale, and/or other disposition of our securities and is applicable to our directors, officers, employees, and other covered persons. We believe our Insider Trading Policy is reasonably designed to promote compliance with insider trading laws, rules, and regulations, and listing standards applicable to the Company. The policy also prohibits directors, officers, employees, and other covered persons from (i) hedging their ownership of the Company’s stock, including trading in publicly-traded options or other derivative instruments related to the Company’s securities and (ii) selling “short” our securities to the extent required by federal securities laws. A copy of our insider trading policy is filed as Exhibit 19.1 to our Annual Report on Form 10-K for the year ended December 31, 2025.

Board Leadership

The Board has no policy regarding the need to separate or combine the offices of Chairman of the Board (“Chairman”) and Chief Executive Officer and instead the Board remains free to make this determination from time to time in a manner that seems most appropriate for the Company. The positions of Chairman and Chief Executive Officer are currently held by Eric Brock. The Board believes the Chief Executive Officer is in the best position to direct the independent directors’ attention on the issues of greatest importance to the Company and its stockholders. As a result, the Company does not have a lead independent director; instead, the presiding director for each executive session is rotated among the Chairs of the committees of our Board. Our overall corporate governance policies and practices combined with the strength of our independent directors and our internal controls minimize any potential conflicts that may result from combining the roles of Chairman and Chief Executive Officer.

Board Oversight of Enterprise Risk

The Board is actively involved in the oversight and management of risks that could affect the Company. This oversight and management is conducted primarily through the committees of the Board identified above but the full Board has retained responsibility for general oversight of risks. The Audit Committee is primarily responsible for overseeing the risk management function, specifically with respect to management’s assessment of risk exposures (including risks related to liquidity, credit, operations and regulatory compliance, among others), and the processes in place to monitor and control such exposures. The other committees of the Board consider the risks within their areas of responsibility. The Board satisfies its oversight responsibility through full reports by each committee chair regarding the committee’s considerations and actions, as well as through regular reports directly from officers responsible for oversight of particular risks within the Company.

Director Independence

A majority of our Board is independent under the rules of Nasdaq. Our Board has undertaken a review of the independence of our directors and considered whether any director has a material relationship with us that could compromise his or her ability to exercise independent judgment in carrying out his or her responsibilities. As a result of this review, our Board has determined that Messrs. Cohen and Seidl, and Ms. Sood are “independent directors” as defined under the rules of Nasdaq.

Communications with the Company and the Board

Stockholders may communicate with the Company through its Investor Relations Department by writing to Investor Relations, Ondas Inc., 222 Lakeview Avenue Suite 800, West Palm Beach, FL 33401.

Stockholders interested in communicating with our Board, any Board committee, any individual director, or any group of directors (such as our independent directors) should send written correspondence to Ondas Inc. Board of Directors, Attn: Secretary, 222 Lakeview Avenue Suite 800, West Palm Beach, FL 33401.

Stockholder Proposals for Next Year’s Annual Meeting

To be eligible to present a proposal or nomination at the 2027 Annual Meeting, such proposal or nomination must be properly submitted to us as set forth in our Bylaws and not earlier than January 28, 2027 nor later than February 27, 2027. These requirements are separate from the SEC’s requirements that a stockholder must meet in order to have a proposal included in our proxy statement. Stockholders interested in submitting a proposal for inclusion in

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the Proxy Statement for the 2027 Annual Meeting of Stockholders may do so by following the procedures prescribed in SEC Rule 14a-8. To be eligible for inclusion, shareholder proposals must be received at the address below no later than December 21, 2026. Additionally, to comply with the SEC’s universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than March 29, 2027. Detailed information for submitting stockholder proposals or nominations of director candidates will be provided upon written request to the Secretary of Ondas Inc., 222 Lakeview Avenue Suite 800, West Palm Beach, FL 33401.

Stockholder Director Nominations

The N&CG Committee has established a policy pursuant to which it considers director candidates recommended by our stockholders. All director candidates recommended by our stockholders are considered for selection to the Board on the same basis as if such candidates were recommended by one or more of our directors or other persons.

To recommend a director candidate for consideration by our N&CG Committee, a stockholder must submit the recommendation in writing to our Secretary not later than 120 calendar days prior to the anniversary date of our proxy statement distributed to our stockholders in connection with our previous year’s annual meeting of stockholders, and the recommendation shall set forth (a) as to each person whom the stockholder proposes to nominate for election or reelection as a director, (i) the name, age, business address and residence address of the person, (ii) the principal occupation or employment of the person, (iii) the class and number of shares of capital stock of the Company which are beneficially owned by the person and (iv) any other information relating to the person that is required to be disclosed in solicitations for proxies for election of directors pursuant to Regulation 14A under the Exchange Act; and (b) as to the stockholder giving the notice, (i) the name and record address of such stockholder and (ii) the class and number of shares of capital stock of the Company which are beneficially owned by such stockholder. Additionally, to comply with the SEC’s universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act. The Company may require any proposed nominee to furnish such other information as may reasonably be required by the Company to determine the eligibility of such proposed nominee to serve as a director of the Company.

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EXECUTIVE COMPENSATION

Executive and Director Compensation

Summary Compensation Table

The following table provides the compensation earned by our principal executive officer and other executive officers whose total compensation exceeded $100,000 for the fiscal years ended December 31, 2025 and 2024.

Name and Principal Position	Year	Salary ($)		Bonus ($)		Stock Awards ($)			Option Awards ($)		Non-Equity Incentive Plan Compensation ($)		Nonqualified Deferred Compensation Earnings ($)		All Other Compensation ($)			Total ($)
Eric A. Brock(1)	2025	$	350,000	$	50,000	$	—		$	—	$	—	$	—	$	26,066		$	426,066
(CEO)	2024	$	200,000	$	—	$	—		$	—	$	—	$	—	$	19,288		$	219,288

Neil Laird (CFO and Treasurer)	2025(2)	$	156,923	$	250,000	$	143,000		$	97,000	$	—	$	—	$	28,712	(3)	$	675,635
	2024(4)	$	—	$		$	15,578	(5)	$	—	$	—	$	—	$	253,333		$	268,911

Patrick Huston(6) (COO, General Counsel and Secretary)	2025	$	89,744	$	50,000	$	596,000		$	409,000	$	—	$	—	$	3,333		$	1,148,077

____________

(1) Mr. Brock’s All Other Compensation for 2025 and 2024 includes health insurance premiums paid on Mr. Brock’s behalf.

(2) Mr. Laird was appointed as Chief Financial Officer, Treasurer and Secretary of the Company on June 22, 2025, pursuant to the Laird Agreement (as defined below).

(3) All Other Compensation for 2025 includes post-employment benefits paid on Mr. Laird’s behalf totaling $10,346 and health insurance premiums totaling $18,366.

(4) Mr. Laird served as Interim Chief Financial Officer, Treasurer and Secretary of the Company from June 21, 2024 to June 22, 2025, pursuant to the Services Agreement, dated June 21, 2024 with AM Consulting (the “Services Agreement”). All Other Compensation for 2024 includes consulting fees incurred for Mr. Laird’s services from June 21, 2024 through December 31, 2024.

(5) Pursuant to the Services Agreement, Mr. Laird was issued warrants to purchase shares of Common Stock pursuant to the 2018 Plan. The warrants vested in four equal quarterly installments with the first vesting date commencing on September 21, 2024.

(6) General Huston was appointed as our Chief Operating Officer and Secretary on December 16, 2025. General Huston has also served as the Company’s General Counsel since October 2025. All Other Compensation for 2025 includes post-employment benefits paid on General Huston’s behalf.

Policies and Practices Related to the Grant of Certain Equity Awards.

While we do not have a formal policy with respect to the timing of awards of stock options, stock appreciation rights, or similar option-like instruments to our NEOs, we do not grant such equity awards in anticipation of the release of material nonpublic information, and we do not time the release of material nonpublic information based on equity award grant dates or for the purpose of affecting the value of executive compensation. In certain circumstances, including the hiring, promotion, recognition, retention or other purposes, the Compensation Committee may approve grants to an officer to be effective at other times.

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The following table contains information required by Item 402(x)(2) of Regulation S-K about stock options granted to certain of the Company’s NEOs in the last completed fiscal year during the period from four business days before to one business day after the filing of the Company’s Annual Report on Form 10-K, the Company’s Quarterly Reports on Form 10-Q, or the filing or furnishing of any Current Report on Form 8-K that discloses material nonpublic information.

Name	Grant Date	Number of Securities Underlying the Award	Exercise Price of the Award ($/Sh)		Grant Date Fair Value of the Award		Percentage Change in the Closing Market Price of the Securities Underlying the Award Between the Trading Day Ending Immediately Prior to the Disclosure of Material Nonpublic Information and the Trading Day Beginning Immediately Following the Disclosure of Material Nonpublic Information
Neil Laird	June 23, 2025	100,000	$	1.58	$	97,000	15.82	%
Patrick Huston	November 4, 2025	100,000	$	6.15	$	409,000	(2.44	)%

Outstanding Equity Awards at Fiscal Year End

The following table provides the outstanding equity awards for our principal executive officer and other executive officers as of the year ended December 31, 2025 and 2024.

	Option Awards							Stock Awards
Name and Principal Position	Grant Date	Number of securities underlying unexercised options (#) exercisable	Number of securities underlying unexercised options (#) unexercisable	Equity incentive plan awards: Number of securities underlying unexercised unearned options (#)	Option exercise price ($)		Option expiration date	Number of shares or units of stock that have not vested (#)	Market value of shares or units of stock that have not vested(1) ($)		Equity incentive plan awards: Number of unearned shares, units or other rights that have not vested (#)	Equity incentive plan awards: Market or payout value of unearned shares, units or other rights that have not vested ($)
Eric A. Brock(2)	—	—	—	—		—	—	—		—	—	—
(CEO)

Neil Laird	06/23/2025(3)	25,000	75,000	—	$	1.58	06/23/2035	—		—	—	—
(CFO and Treasurer)	06/23/2025(4)	—	—	—		—	—	75,000	$	732,000	—	—

Patrick Huston	11/4/2025(5)	2,777	97,223	—	$	6.15	11/4/2035	—		—	—	—
(COO, General Counsel and Secretary)	11/4/2025(6)	—	—	—				100,000	$	976,000	—	—

____________

(1) Market value is calculated by multiplying the closing market price of the Company’s Common Stock at the end of the last completed fiscal year by the number of shares or units of stock.

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(2) As of December 31, 2025, Mr. Brock had no outstanding equity awards.

(3) These stock options vest and are exercisable in eight successive equal quarterly installments with the first vesting date commencing on September 23, 2025.

(4) These RSUs vest in eight successive equal quarterly installments with the first vesting date commencing on September 23, 2025.

(5) These stock options vest and are exercisable in thirty-six successive equal monthly installments with the first vesting date commencing on December 4, 2025.

(6) These RSUs vest in twelve successive equal quarterly installments with the first vesting date commencing on February 4, 2026.

Employment Agreements with Executive Officers

Eric Brock

Eric Brock serves as our Chief Executive Officer pursuant to an employment agreement entered into on September 28, 2018 (the “Brock Agreement”). The Brock Agreement provides for a continuous term and may be terminated by either party at any time. Pursuant to the Brock agreement, Mr. Brock will receive an initial salary of $200,000 per annum, subject to annual review by our Board. Mr. Brock is eligible to participate in benefit plans generally available to our employees. During 2020, in response to COVID-19 employee furloughs, Mr. Brock accepted a pay reduction of 90% for the period from March 21 to May 19, 2020 and a 35% pay reduction from May 20 to December 15, 2020. Mr. Brock’s salary was returned to 100% effective December 16, 2020. On May 14, 2025, the Compensation Committee approved (i) an annual base salary of $400,000 for Mr. Brock, effective April 1, 2025 and (ii) a one-time discretionary bonus of $50,000.

As part of the terms of the Brock Agreement, Mr. Brock entered into an Employment, Non-Competition, Confidential Information and Intellectual Property Assignment Agreement (the “Supplemental Agreement”). As part of the Supplemental Agreement, Mr. Brock agreed (i) not to engage in Competitive Business (as defined in the Supplemental Agreement) during his term of employment with us and for a period of 12 months following termination; (ii) not to disclose Confidential Information (as defined in the Supplemental Agreement), subject to certain customary carve-outs; and (iii) to assign to the Company any Intellectual Property (as defined in the Supplemental Agreement) developed using the Company’s resources or related to the Company’s business within the scope of and during the period of employment.

Mr. Brock is entitled to severance compensation from the Company if his employment is terminated (i) without cause or (ii) due to “constructive termination” or (iii) due to disability, with these causes of termination being defined in the Brock Agreement. The severance compensation would consist of (i) accrued and vested benefits, and (ii) continued payment of the executive base salary and benefits for a period of six (6) months following Mr. Brock’s separation.

Neil Laird

Neil Laird serves as our Chief Financial Officer and Treasurer pursuant to an employment agreement with the Company entered into on June 23, 2025 (the “Laird Agreement”), effective June 22, 2025. Pursuant to the Laird Agreement, Mr. Laird will be paid an annual base salary of $300,000 and is eligible to participate in the benefits plan established for Company employees. Mr. Laird was also (i) paid a one-time discretionary bonus of $50,000 on July 1, 2025, (ii) granted 100,000 shares of the Company’s common stock underlying time-based restricted stock units, which vest in eight successive equal quarterly installments, and (iii) granted non-qualified stock options to purchase 100,000 shares of the Company’s common stock, which become exercisable in eight successive equal quarterly installments. On January 28, 2026, the Compensation Committee approved an annual base salary of $375,000, effective January 28, 2026.

Pursuant to the Laird Agreement, Mr. Laird is an at-will employee of the Company. If (i) Mr. Laird is terminated by the Company without Cause (as defined in the Employment Agreement), (ii) Mr. Laird terminates his employment due to Constructive Termination (as defined in the Laird Agreement), or (iii) Mr. Laird’s employment terminates as a result of his disability, the Company will provide Mr. Laird the following compensation: (a) Accrued Obligations (as defined in the Employment Agreement) through the date of termination and (b) reimbursement for all COBRA premium continuation payments for Mr. Laird and his eligible dependents for every benefit for which COBRA is applicable, for a period of six (6) months following the date of termination.

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Additionally, if Mr. Laird is terminated in connection with a Change in Control (as defined in the Laird Agreement), the Company will provide Mr. Laird the following compensation: (i) Accrued Obligations (as defined in the Employment Agreement) through the date of termination, (ii) continued payment of base salary and plan benefits on a monthly basis for a period of six (6) months, following the date of termination, including reimbursement for all COBRA premium continuation payments for Mr. Laird and his eligible dependents for every benefit for which COBRA is applicable, for a period of six (6) months following the date of termination, and (iii) immediately accelerate vesting for all outstanding restricted stock units and stock options.

Patrick Huston

Patrick Huston serves as our Chief Operating Officer, General Counsel and Secretary pursuant to an employment agreement with the Company entered into on October 22, 2025 (the “Huston Agreement”), effective October 13, 2025. Pursuant to the Huston Agreement, General Huston will be paid an annual base salary of $400,000 and will be eligible to participate in the benefits plan established for Company employees. General Huston was also granted (i) 100,000 shares of the Company’s common stock underlying time-based restricted stock units, which shall vest in twelve successive equal quarterly installments and (ii) non-qualified stock options to purchase 100,000 shares of the Company’s common stock, which shall become exercisable in twelve successive equal quarterly installments.

Pursuant to the Huston Agreement, General Huston will be an at-will employee of the Company. If (i) General Huston is terminated by the Company without Cause (as defined in the Huston Agreement), (ii) General Huston terminates his employment due to Constructive Termination (as defined in the Huston Agreement), or (iii) General Huston’s employment terminates as a result of his disability, the Company will provide General Huston the following compensation: (a) Accrued Obligations (as defined in the Huston Agreement) through the date of termination and (b) reimbursement for all COBRA premium continuation payments for General Huston and his eligible dependents for every benefit for which COBRA is applicable, for a period of six (6) months following the date of termination.

Director Compensation

On January 25, 2021, the Compensation Committee approved the Director Compensation Policy (the “2021 Policy”). The 2021 Policy is applicable to all directors that are not employees or compensated consultants of the Company. Pursuant to the 2021 Policy, the cash compensation to non-employee directors will be the following: (i) quarterly board cash retainer — $2,500; (ii) additional Board Chair retainer — $2,000; (iii) additional Audit Committee Chair retainer — $2,000; (iv) additional Compensation Committee Chair retainer — $2,000; and (v) additional N&CG Committee Chair retainer — $1,000. Also, pursuant to the 2021 Policy, the annual equity award to non-employee directors will be restricted stock units representing $60,000. Also, pursuant to the 2021 Policy, non-employee directors will be reimbursed for reasonable out-of-pocket business expenses incurred in connection with business related to the Board.

On August 21, 2025, the Compensation Committee approved the Amended and Restated Non-Employee Director Compensation Policy, which, among other things, amends the 2021 Policy to (i) increase the quarterly board cash retainer to $12,000 and (ii) increase the annual equity awards to non-employee directors to restricted stock units representing $100,000.

Name	Fees Earned or Paid in Cash ($)	Stock awards ($)(1)	Option awards ($)(1)		All other compensation ($)		Total ($)
Richard M. Cohen	37,543	118,760	—		—		156,303
Randall P. Seidl	33,543	118,760	—		—		152,303
Jaspreet Sood	25,543	118,760	—		—		144,303
Ron Stern	—	—	4,125,352	(2)	1,766,610	(2)	5,891,962

____________

(1) The amounts reflected in this column represent the aggregate grant date fair value of the awards made during each respective year, as computed in accordance with FASB ASC Topic 718. For additional information related to the measurement of stock-based compensation awards, see Note 12 — Stockholders’ Equity and Stock-based Compensation of the accompanying Consolidated Financial Statements.

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(2) On January 6, 2025, the Company entered into that certain Directorship Agreement, by and between the Company and Mr. Stern (the “Directorship Agreement”), pursuant to which, Mr. Stern was appointed a director of the Company and was compensated a fixed cash retainer of $15,000 plus VAT per month during the period he served as a director. Mr. Stern was also compensated with (i) a one-time signing bonus of $100,000 plus VAT if applicable at the time of the Directorship Agreement; (ii) a $500,000 cash bonus plus VAT upon and subject to the consummation of a certain events (as described in the Directorship Agreement); and (iii) a grant of options on January 7, 2025 to purchase 2,876,944 shares of common stock of the Company pursuant to the 2021 Plan, with an exercise price of $2.69.

On March 22, 2026, the Compensation Committee approved the Second Amended and Restated Non-Employee Director Compensation Policy which, among other things, amends the policy to (i) increase the quarterly board cash retainer to $25,000, (ii) increase the annual equity awards to non-employee directors to restricted stock units representing $280,000, and (iii) increase the additional N&CG Committee Chair retainer to $2,000, effective January 1, 2026.

Equity Compensation Plan Information

The following table summarizes the equity compensation plans under which our securities may be issued as of December 31, 2025.

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights	Weighted- average exercise price of outstanding options, warrants and rights		Number of securities remaining available for future issuance under equity compensation plans
Equity compensation plans approved by security holders:
2018 Incentive Stock Plan(1)	1,264,569	$	0.32	72,550
2021 Incentive Stock Plan(2)	27,480,777	$	4.06	27,091,223
Equity compensation plans not approved by security holders	—		—	—

____________

(1) The Ondas Inc. 2018 Incentive Stock Plan, as amended (the “2018 Plan”), was approved by stockholders in September 2018. The number of securities to be issued upon exercise of outstanding options, warrants and rights consist of 1,007,729 shares underlying outstanding options, 165,930 shares underlying outstanding restricted stock units, and 90,910 shares underlying outstanding warrants granted pursuant to the 2018 Incentive Stock Plan.

(2) The Ondas Inc. 2021 Incentive Stock Plan, as amended (the “2021 Plan”), was approved by stockholders in November 2021. Stockholders of the Company approved an amendment to the 2021 Plan to increase the number of shares of the Company’s Common Stock authorized for issuance under the 2021 Plan from 6,000,000 to 8,000,000 shares on October 31, 2023, from 8,000,000 to 11,000,000 shares on November 18, 2024, from 11,000,000 to 26,000,000 shares on May 12, 2025, and from 26,000,000 to 61,000,000 on November 20, 2025. The number of securities to be issued upon exercise of outstanding options, warrants and rights consist of 18,523,431 shares underlying outstanding options and 8,957,346 shares underlying outstanding restricted stock units granted pursuant to the 2021 Plan.

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PAY VERSUS PERFORMANCE

Pay Versus Performance Disclosure

The following relationship between executive compensation and our Company’s financial performance information is provided in accordance with the requirements of Item 402(v) of Regulation S-K (the “Regulation”). The table below summarizes compensation values as previously reported in our “Executive Compensation-Summary Compensation Table”, as well as the adjusted values required and calculated based on the Regulation for our fiscal years ended December 31, 2025, 2024 and 2023.

Fiscal Year	Summary Compensation Table Total for Principal Executive Officer (“PEO”)(1)(3)		Compensation Actually Paid to PEO(4)		Average Summary Compensation Table Total for Non-PEO NEOs(2)(3)		Average Compensation Actually Paid to Non-PEO NEOs(4)		Value of Initial Fixed $100 Investment Based On Total Shareholder Return(5)		Net Loss(6)
2025	$	426,066	$	426,066	$	911,856	$	1,646,701	$	613.84	$	(133,381,301	)
2024	$	219,288	$	219,288	$	294,893	$	485,441	$	175.47	$	(38,007,757	)
2023	$	222,318	$	222,318	$	353,762	$	148,748	$	96.23	$	(44,844,872	)

____________

(1) During the fiscal years 2025, 2024, and 2023, the PEO was Eric Brock.

(2) During the fiscal year 2025, the Non-PEO Named Executive Officers (“Non-PEO NEOs”) were Neil Laird and Patrick Huston. General Huston was appointed as an executive officer of the Company on December 17, 2025. During the fiscal year 2024, the Non-PEO NEOs were Neil Laird and Yishay Curelaru. Mr. Laird was appointed as an executive officer of the Company on June 21, 2024. During the fiscal year 2023, the Non-PEO NEOs were Yishay Curelaru, Derek Reisfield and Reese Mozer. Mr. Curelaru was appointed as an executive officer of the Company on September 19, 2023 and Mr. Mozer was appointed as an executive officer of the Company on February 14, 2023.

(3) The Summary Compensation Table Total column (the “SCT”) represents the total compensation for each corresponding year in the “Total” column of the Executive Compensation — Summary Compensation Table for the PEO and the Non-PEO NEOs, as applicable.

(4) Compensation Actually Paid (the “CAP”) represents the amount calculated pursuant to the Regulation required adjustments to the reported SCT. For further details see the CAP table below.

(5) Total Shareholder Return (“TSR”) illustrates the value, as of the last day of the indicated fiscal year, of a hypothetical investment of $100 in our common stock on December 31, 2022. TSR is calculated by dividing the sum of the cumulative amount of dividends for the fiscal year, assuming dividend reinvestment, and the difference between our company’s share price at the end and the beginning of the fiscal year, by our company’s share price at the beginning of the measurement period.

(6) Represents the net loss reflected in our consolidated audited financial statements for the applicable year.

The following table represents the CAP calculation for the PEO and the NON-PEO NEOs pursuant to the Regulation for the years ended December 31, 2025, 2024, and 2023.

Named Executive Officer	Fiscal Year	Summary Compensation Table Total		Reported Value of Equity Awards(a)			Equity Award Adjustments(b)			Compensation Actually Paid
PEO	2025	$	426,066	$	—		$	—		$	426,066
	2024	$	219,288	$	—		$	—		$	219,288
	2023	$	222,318	$	—		$	—		$	222,318
NON-PEO NEOs	2025	$	911,856	$	(622,500	)	$	1,357,345		$	1,646,701
	2024	$	294,893	$	(36,939	)	$	227,487		$	485,441
	2023	$	353,762	$	(137,220	)	$	(67,794	)	$	148,748

____________

(a) The Reported Value of Equity Awards represents the average of the amounts reported in the “Option Awards” and “Stock Awards” columns in the Summary Compensation Table for the applicable year.

(b) The Equity Award Adjustments for each applicable year include the average addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in the same applicable year, the fair value as of the vesting date; (iv) for awards granted in

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prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant.

Compensation Actually Paid and Company TSR

The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and the Company’s TSR over the three fiscal year period from 2023 through 2025.

Compensation Actually Paid and Net Loss

The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and the Company’s Net Loss over the three fiscal year period from 2023 through 2025.

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SEC Form PRE 14A filed by Ondas Inc.