Form 8-K

8-K — Ondas Inc.

Accession: 0001213900-26-056235

Filed: 2026-05-14

Period: 2026-05-14

CIK: 0001646188

SIC: 3663 (RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — ea0290690-8k_ondas.htm (Primary)

EX-99.1 — PRESS RELEASE, DATED MAY 14, 2026 (ea029069001ex99-1.htm)

EX-99.2 — PRESENTATION, DATED MAY 14, 2026 (ea029069001ex99-2.htm)

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8-K — CURRENT REPORT

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2026-05-14

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities

Exchange Act of 1934

Date of Report (Date of earliest event reported) May

14, 2026

Ondas Inc.

(Exact name of registrant as specified in its charter)

Nevada

001-39761

47-2615102

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

222 Lakeview Avenue, Suite 800, West Palm Beach,

Florida 33401

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area

code (888) 350-9994

N/A

(Former name or former address, if changed since last

report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously

satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of each exchange on which registered

Common Stock par value $0.0001

ONDS

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company

as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934

(§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by checkmark if the registrant

has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant

to Section 13(a) of the Exchange Act. ☐

Item 2.02. Results of Operations

and Financial Condition.

On May 14,

2026, Ondas Inc. (the “Company”), issued a press release announcing its financial and operating results for the first quarter

ended March 31, 2026. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. A slide presentation,

which includes supplemental information relating to the Company’s financial results for the first quarter ended March 31, 2026,

is furnished as Exhibit 99.2 to this Current Report on Form 8-K.

The information

in Item 2.02 of this Current Report on Form 8-K (including Exhibit 99.1 and Exhibit 99.2) is furnished and shall not be deemed to be “filed”

for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject

to the liabilities of that section. The information in Item 2.02 of this Current Report on Form 8-K (including Exhibit 99.1 and Exhibit

99.2) shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, whether

made before or after the date of this Current Report on Form 8-K, regardless of any general incorporation language in the filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

Description

99.1

Press Release, dated May 14, 2026.

99.2

Presentation, dated May 14, 2026.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange

Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: May 14, 2026

ONDAS INC.

By:

/s/ Eric A. Brock

Eric A. Brock

Chief Executive Officer

EX-99.1 — PRESS RELEASE, DATED MAY 14, 2026

EX-99.1

Filename: ea029069001ex99-1.htm · Sequence: 2

Exhibit 99.1

Ondas Reports Record First Quarter 2026 Financial

Results: Raises Full Year 2026 Revenue Forecast to $390 Million

Q1 2026 revenue of $50.1 million represents

a more than 10-fold increase from Q1 2025 and 66% quarter-over-quarter exceeds the high end of Company’s guidance by 25%

Raising full-year 2026 revenue target to at

least $390 million representing approximately 670% year-over-year increase driven by organic growth, accelerated strategic growth program

and global demand for unmanned and autonomous systems

Product companies were adjusted EBITDA positive

during the first quarter, 6 months ahead of targets

Pro forma backlog reached $457 million vs $68.3

million at the end of 2025, driven by significant order activity during the quarter and the addition of newly acquired companies

$1.48 billion in cash, cash equivalents, restricted

cash and short-term investments as of March 31, 2026, providing substantial capacity to support organic growth and the Core + Strategic

Growth Program

Conference Call Scheduled for today, May 14th

at 8:30 a.m. ET

WEST PALM BEACH, FL / May 14, 2026 / Ondas

Inc. (Nasdaq: ONDS) (“Ondas” or the “Company”), a leading provider of autonomous aerial and ground robot

intelligence, reported financial and operating results for the first quarter ended March 31, 2026.

“We delivered record results in the first

quarter of 2026, with revenue of $50.1 million representing a ten-fold increase year-over-year, as our Core + Strategic Growth Program

continues to drive strong execution and accelerating momentum across the business,” said Eric Brock, Chairman and CEO of Ondas.

“Our system-of-systems platform is scaling effectively, and we are beginning to realize the benefits of a global operating platform

designed to support higher levels of business activity and revenue. Importantly, our financial model is also demonstrating operating leverage

as our product companies were adjusted EBITDA positive during the first quarter, 6 months ahead of our targets. With backlog surging to

$457 million, including contributions from recently closed acquisitions, we believe we have strong visibility into our 2026 targets and

are increasing our full-year revenue outlook to at least $390 million.”

“We are operating in an environment of powerful

demand tailwinds, particularly across counter-UAS and defense robotics markets. Our counter-drone platforms, led by Sentrycs and Iron

Drone, are seeing strong global demand as customers respond to evolving security threats and heightened global tensions. Indeed, Sentrycs

CoRF is seeing meaningful upside to earlier expectations, which we are addressing through increased production. At the same time, our

ground-based businesses continue to gain traction, highlighted by significant tender wins, including approximately $220 million in aggregated

awards captured by 4M Defense and INDO Earth to start 2026. These wins reflect both the urgency of the markets we serve and the strength

of our integrated capabilities.”

“Our recent acquisitions of Mistral and

World View are materially accelerating our go-to-market capabilities, particularly in the United States. Mistral brings a highly strategic

position as a prime contractor, including participation in a $982 million IDIQ program with the U.S. Army for loitering munitions, providing

meaningful long-term visibility into our growth outlook. World View is a game changer for Ondas, accelerating our multi-domain ISR roadmap

with the critical stratospheric layer while bringing exceptional leadership, technical talent, and deep relationships across U.S. defense

customers. Together, these platforms significantly expand our U.S. footprint and strengthen our engagement with multiple combatant commands

across the U.S. Department of War (DOW).”

“Our partnership with Palantir Technologies

is adding tremendous operational value and helping to advance our layered, multi-domain ISR roadmap. By leveraging Palantir’s AIP

platform, we are enhancing the scalability of our global operating platform and integrating our capabilities across air, ground, and now

stratospheric domains into unified, AI-driven systems. Our collaboration with Palantir is unique and symbiotic. The jointly developed

SkyWeaver platform leveraging adaptive, agentic AI at the edge represents a new co-built operational system that combines our hardware,

AI and autonomy with Palantir’s data intelligence to drive rapid, advanced decision making. This offering positions Ondas at the

center of next-generation defense and homeland security architectures, where data fusion, autonomy, and artificial intelligence drive

superior mission outcomes.”

“We have made significant progress in building

the operating foundation to support sustained growth. Investments in manufacturing, supply chain, field services and global go-to-market

capabilities are enabling us to industrialize our technologies and deliver at scale across regions. A key milestone is the formation of

ONBERG Autonomous Systems (“ONBERG”), our joint venture with Heidelberger Druckmaschinen AG (“Heidelberg”), establishing

a localized European platform for manufacturing, engineering and customer engagement in a critical defense and security market. Together

with our U.S.-based manufacturing partnerships and global supply chain initiatives, these efforts are strengthening our ability to meet

growing demand while ensuring regional compliance. As a result, we are seeing increasing operating leverage and a clearer path to profitability

for Ondas as revenue scales.”

“Looking ahead, we believe Ondas is well

positioned for the remainder of 2026 and beyond. Recent global developments continue to underscore the urgency driving accelerated adoption

of our solutions, reinforcing our long-term thesis and validating the strategic actions we have taken to position the Company for a multi-decade

growth cycle. With strong financial resources, a rapidly expanding platform, and increasing global demand, we are seeing record levels

of backlog and visibility, supporting meaningful upside to our prior expectations. We remain focused on executing our strategy to drive

sustained growth, operating leverage, and long-term value creation for our shareholders,” Brock concluded.

First Quarter 2026 and Recent Financial, Corporate,

and Market Highlights

Financial

● Delivered record financial performance, generating $50.1 million in revenue compared to $4.3 million in

Q1 2025, representing 1,065% year-over-year growth.

● Ended Q1 with $457 million in pro forma backlog adjusted for the additions of Mistral, Inc. and World

View Enterprises acquisitions which closed in April 2026. Ondas’ pro forma backlog increased 570% from $68.3 million as of Q4 2025,

reflecting accelerating global demand for OAS autonomous drone, counter-UAS and robotics solutions and the addition of newly acquired

businesses.

● Gross proceeds from the January 2026 offering of approximately $1 billion will support the Company’s

strategic and organic growth. The Company ended the first quarter with $1.48 billion in cash, cash equivalents, restricted cash and short-term

investments.

Corporate

● Executed on the OAS strategic growth plan through a series of accretive acquisitions, significantly expanding

its technology and operational platform into new high-growth defense categories, including loitering munitions, counter-missile defense

systems, and advanced ISR capabilities, while also advancing Ondas’ position as a prime contractor for integrated autonomous defense

solutions, including the following acquisitions:

o Rotron Aerospace – a UK-based developer of loitering munitions or one-way effectors

o Mistral Inc. – a US DOW Prime contractor and manufacturer of advanced autonomous solutions

o Bird Aero – a laser based airborne missile and C-UAS defense system provider

o Indo-Earth – a specialty earth moving equipment company focused on supporting military operations

o World View – a stratospheric balloon platform that delivers persistent, low-cost ISR and communications

without satellites or aircraft

● Established ONBERG as a 51%-owned joint venture with strategic partner Heidelberg creating a Germany-based

go to market platform for OAS’ autonomous platform providing localized manufacturing, engineering and sales collaboration addressing

the European market, initially focused on the expanding counter-UAS and ISR systems market.

● Strengthened OAS board of directors with the addition of David Chinn to support global defense expansion.

Market

● Announced a comprehensive partnership with Palantir Technologies to enhance operational capabilities and

drive global adoption of Ondas’ autonomous platforms, providing access to the full suite of Palantir AIP capabilities ranging from

Warp Speed and Foundry for scalable operations, supply chain optimization and production workflows, to Maven and advanced C2 for mission

command. This collaboration supports the integration of layered ISR and strike capabilities, enabling unified, AI-driven operational environments

for both commercial and military customers.

● Continued to establish Ondas as a critical global provider of counter-UAS solutions, securing new orders

in the Middle East amid escalating drone threats and supporting airspace protection at major international events, including the World

Economic Forum in Davos and the 2026 FIFA World Cup, demonstrating the operational maturity and global adoption of its integrated C-UAS

technologies, demonstrating growing demand for Ondas’ layered low-altitude airspace defense solutions combining detection, cyber-takeover

and autonomous interception technologies.

● Secured multiple multi-million-dollar contracts in Europe for C-UAS solutions and continued deployments

at major European airports as part of Ondas’ expansion strategy, supporting layered, low-altitude airspace defense for critical

civil aviation infrastructure.

● Expanded Ondas’ role in next-generation border security programs, combining autonomous drone swarm

protection systems and large-scale demining capabilities, positioning the Company to capture long-term opportunities valued in hundreds

of millions of dollars across national border modernization initiatives.

● Advanced 4M Defense’s role in large-scale border infrastructure programs through multiple tender

wins and initial purchase orders in 2026, supporting national demining and security initiatives. These programs represent an expected

cumulative opportunity exceeding $80 million and demonstrate the scalability of Ondas’ operating platform across multi-phase deployments.

● Announced American Robotics Optimus Drone approved for rapid federal procurement via the DCMA Blue UAS

Cleared List.

● Secured strategic defense contract in Asia-Pacific as part of its global expansion.

● Launched Ondas’ refreshed Defense and Security offering at Singapore Airshow 2026, introducing its

2026 roadmap and unified system-of-systems strategy for integrating ISR, detection, decision-making and interception capabilities into

mission-ready autonomous defense platforms.

“In the first quarter, we advanced our integrated

defense and security capabilities, delivering a unified systems-of-systems platform across ISR, detection, and autonomous engagement,”

said Oshri Lugassy, Co-CEO of Ondas Autonomous Systems. “We expanded our coverage into higher aerial layers and strengthened our

position as a prime contractor across the Middle East, Europe, and the United States. By integrating advanced, field-proven technologies,

we are delivering combat-proven, multi-layered solutions with real operational impact. We are already seeing strong synergies across our

platform, accelerating growth and expanding the distribution of Ondas systems across critical markets with multi-billion-dollar potential.”

First Quarter 2026 Financial Results 1

Revenues increased 66% sequentially to $50.1 million

for the three months ended March 31, 2026, compared to $30.1 million for the three months ended December 31, 2025, and more than 10-fold

increase from $4.3 million for the three months ended March 31, 2025. The increase reflects strong performance across the Company’s

portfolio particularly with the C-UAS systems, with strong contributions from ground systems and sensor systems provided by Bird Aerosystems

and Insight Sense.

Gross profit was $24.7 million for the three months

ended March 31, 2026, compared to $12.7 million for the three months ended December 31, 2025, and $1.5 million for three months ended

March 31, 2025. Gross profit as a percentage of revenues was 49% for the three months ended March 31, 2026, 42% for the three months ended

December 31, 2025, and 35% for the three months ended March 31, 2025. The increase in gross profit results from increased revenue at OAS,

a favorable product mix and the additional revenue covering fixed manufacturing costs as well as gross margin generated by companies acquired

during the period. We expect gross profit to remain volatile on a quarter-to-quarter basis due to mix shifts across systems sales which

can be lumpy at this early stage of OAS’ systems adoption and market penetration.

Operating expenses increased to $67.3 million

for the three months ended March 31, 2026, as compared to $36.0 million in the three months ended December 31, 2025, and $11.8 million

in three months ended March 31, 2025. The increases were primarily due to the added operating expenses of acquired companies, an increase

in personnel costs and purchased services at OAS and Ondas Inc., as the Company continues to build out management infrastructure to support

expected business expansion in the coming years, amortization of intangibles expense associated with the acquisitions, and legal and due

diligence expenses relating to the acquisition activity.

Operating loss increased to $42.7 million for

the three months ended March 31, 2026, as compared to $23.3 million for the three months ended December 31, 2025, and $10.3 million for

the three months ended March 31, 2025. The increase from both periods was the result of the changes described above.

1 The Company deconsolidated Ondas Networks effective January

16, 2026 and no longer includes the assets, liabilities, and results of operations of Ondas Networks in its consolidated financial statements

subsequent to that date.

Other income, net was $404.2 million for the three

months ended March 31, 2026, compared to $77.5 million of other expense, net for the three months ended December 31, 2025 and $3.8 million

other expense, net for the three months ended March 31, 2025.

Other income, net included a non-cash gain of

$389.5 million relating to warrants issued in connection with the October 2025 equity raise and January 2026 equity raise that have been

classified as a liability and are measured at fair value using a Black-Scholes valuation model as of March 31, 2026. The valuation of

this liability is subject to material changes from period to period without having any impact on the business of the company or the underlying

economics of the warrants.

Other income, net, also includes a one-time non-cash

gain of $51.5 million relating to the deconsolidation of Ondas Networks due to the capital restructuring of this company in January 2026

and $12.1 million from interest and dividends partially offset by a non-cash charge of $46.2 adjusting a virtual interest entity to fair

value.

Net income was $361.2 million for the three months

ended March 31, 2026 which included the non-cash items described above, as compared to a net loss of $101.0 million for the three months

ended December 31, 2025, and a net loss of $15.3 million for the three months ended March 31, 2025.

Adjusted EBITDA loss was $10.9 million for the

three months ended March 31, 2026, versus an adjusted EBITDA loss of $7.5 million for the three months ended March 31, 2025. Cash operating

expenses were $36.9 million and $9.0 million for the three-month period ended March 31, 2026 and 2025, respectively. A reconciliation

of adjusted EBITDA and cash operating expense, non-GAAP measures, is provided in the attached financial tables.

Operational and Financial Outlook

The Company expects continued strong momentum

in 2026 and is raising its revenue target for the full year to at least $390 million, which represents a 670% increase from 2025 results.

Growth is expected to be broad based across Ondas’ product portfolio and is supported by $457 million in backlog. Ondas’ strategic

growth program remains active, and the Company expects to execute additional acquisitions in 2026 which would result in additional revenue.

The Company expects adjusted EBITDA losses to

remain elevated in 2Q 2026 though this is expected to represent the likely peak in adjusted EBITDA losses with improvement throughout

the year driven by increased revenues and gross profits and operational scale via leveraging of the Ondas operating platform across its

broad platform. The elevated losses in the first half of 2026 represent a front-loading of expenses ahead of the significant revenue ramp

expected in H2 2026 and beyond. The Company views these expenses as running in front of revenue, necessary to support growth, and as prudent

and limited in scope in relation to the significant opportunity ahead.

While the Company achieved adjusted EBITDA profitability

at the Product Company level in the first quarter of 2026, Ondas still expects that could fluctuate over the short term. The Company is

pulling forward its expectation for OAS adjusted EBITDA profitability, now expecting to achieve that result by 1Q 2027 versus the prior

expectation of 3Q 2027. Ondas maintains its expectation for company-wide adjusted EBITDA profitability by Q1 2028.

Earnings Conference Call & Audio Webcast

Details

Date: Thursday, May 14, 2026

Time: 8:30 a.m. Eastern Time

Toll-free dial-in number: 844-883-3907

International dial-in number: 412-317-5798

Call participant pre-registration link: here

The Company encourages listeners to pre-register,

which allows callers to gain immediate access and bypass the live operator. Please note that you can register at any time during the call.

For those who choose not to pre-register, please call the conference telephone number 10-15 minutes prior to the start time, at which

time an operator will register your name and organization.

The conference call will also be broadcast live

and available for replay here and via the investor

relations section of the Company's website at ir.ondas.com. A replay will be accessible from the

investor relations website after completion of the event.

About Ondas Inc.

Ondas Inc.

(Nasdaq: ONDS) is a leading provider of autonomous systems, robotics, and mission-critical technologies for defense, homeland security,

public safety, critical infrastructure, and industrial markets. The Company develops and deploys integrated unmanned and autonomous platforms

across air, ground, and stratospheric environments, including autonomous drone systems, counter-UAS technologies, robotic ground systems,

advanced unmanned aircraft and propulsion solutions, demining and engineering systems, and integrated sensing and communications technologies

designed to support intelligence, surveillance, reconnaissance, security, and operational missions in complex environments. Ondas’

solutions are deployed globally by government, defense, and commercial customers to protect infrastructure, borders, transportation networks,

personnel, and strategic assets.

Forward-Looking Statements

Statements made in this release that are not statements

of historical or current facts are "forward-looking statements" within the meaning of the Private Securities Litigation Reform

Act of 1995. We caution readers that forward-looking statements are predictions based on our current expectations about future events.

These forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties and assumptions that

are difficult to predict. Our actual results, performance, or achievements could differ materially from those expressed or implied by

the forward-looking statements as a result of a number of factors, including the risks discussed under the heading "Risk Factors"

discussed under the caption "Item 1A. Risk Factors" in Part I of our most recent Annual Report on Form 10-K or any updates discussed

under the caption "Item 1A. Risk Factors" in Part II of our Quarterly Reports on Form 10-Q and in our other filings with the

SEC. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future

events or otherwise that occur after that date, except as required by law.

Contacts

IR Contact for Ondas Inc.

888-657-2377

ir@ondas.com

Media Contact for Ondas Inc.

Escalate PR

ondas@escalatepr.com

Preston Grimes

Marketing Manager, Ondas Inc.

preston.grimes@ondas.com

ONDAS INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(dollars in thousands, except par value)

March 31,

2026

December 31,

2025

(Unaudited)

ASSETS

Current Assets:

Cash and cash equivalents

$ 1,026,003

$ 550,744

Restricted cash

11,081

43,615

Short-term investments

447,842

21,750

Accounts receivable, net

45,295

22,356

Inventory, net

34,286

21,963

Other current assets

64,689

25,473

Total current assets

1,629,196

685,901

Property and equipment, net

11,508

10,217

Goodwill

389,720

251,809

Intangible assets, net

312,514

136,890

Long-term equity investments

42,340

35,587

Investment in unconsolidated affiliates

29,289

Other assets

32,685

12,437

Total assets

$ 2,447,252

$ 1,132,841

LIABILITIES, TEMPORARY EQUITY AND STOCKHOLDERS’ EQUITY

Current Liabilities:

Accounts payable

$ 16,697

$ 13,873

Accrued expenses and other current liabilities

70,731

33,970

Accrued purchase and contingent consideration

39,621

75,000

Notes payable, related party

1,500

Notes payable

243

704

Convertible note payable, related party

3,500

Convertible note payable

528

2,950

Deferred revenue

19,627

8,029

Government grant liability

1,870

2,295

Total current liabilities

149,317

141,821

Notes payable, net of current portion

188

Accrued purchase and contingent consideration, net of current portion

88,481

Convertible notes payable, net of current portion

3,410

3,834

Government grant liability, net of current portion

1,586

1,362

Warrant liability

1,058,990

489,434

Deferred tax liability

56,174

14,531

Other long-term liabilities

8,791

10,244

Total liabilities

1,366,937

661,226

Commitments and Contingencies

Temporary Equity

Redeemable noncontrolling interests

2,454

29,796

Stockholders’ Equity

Preferred stock – par value $0.0001; 5,000,000 shares authorized at March 31, 2026 and December 31, 2025, and none issued or outstanding at March 31, 2026 and December 31, 2025

Series A Preferred stock – par value $0.0001; 5,000,000 shares authorized at March 31, 2026 and December 31, 2025, and none issued or outstanding at March 31, 2026 and December 31, 2025

Common stock – par value $0.0001; 800,000,000 shares authorized at March 31, 2026 and December 31, 2025; 469,062,109 and 380,763,481 issued and outstanding at March 31, 2026 and December 31, 2025, respectively

Additional paid in capital

1,079,757

805,828

Accumulated other comprehensive income (loss)

(361 )

329

Accumulated deficit

(5,438 )

(368,387 )

Total Ondas Inc. stockholders’ equity

1,074,004

437,808

Noncontrolling interest

3,857

4,011

Total stockholders’ equity

1,077,861

441,819

Total liabilities, temporary equity, and stockholders’ equity

$ 2,447,252

$ 1,132,841

ONDAS INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share amounts)

(Unaudited)

Three Months Ended,

March 31,

2026

March 31,

2025

Revenues, net

$ 50,122

$ 4,248

Cost of goods sold

25,464

2,760

Gross profit

24,658

1,488

Operating expenses:

General and administrative

43,316

5,909

Sales and marketing

10,494

2,430

Research and development

13,519

3,459

Total operating expenses

67,329

11,798

Operating loss

(42,671 )

(10,310 )

Other income (expense), net

136

(1 )

Change in fair value of warrant liability

389,548

Gain on deconsolidation of subsidiary

51,453

Loss on acquisition of variable interest entity

(46,150 )

Change in fair value of government grant liability

(104 )

(124 )

Interest and dividend income

12,136

201

Unrealized loss on investments

(2,617 )

Interest expense

(338 )

(3,868 )

Foreign exchange gain (loss), net

102

(34 )

Total other income (expense), net

404,166

(3,826 )

Income (loss) before provision for income taxes

361,495

(14,136 )

Provision for income taxes

245

Net income (loss)

361,250

(14,136 )

ONDAS INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE

LOSS

(dollars in thousands)

(Unaudited)

Three Months Ended

March 31,

2026

2025

Net income (loss)

$ 361,250

$ (14,136 )

Other comprehensive income:

Foreign currency translation

(300 )

Available-for-sale investments:

Unrealized gain (loss), net

(383 )

Comprehensive income (loss)

$ 360,567

$ (14,136 )

Comprehensive income (loss) attributable to:

Comprehensive loss attributable to noncontrolling interests

(1,698 )

Foreign currency translation adjustments attributable to noncontrolling interests

Noncontrolling interests

(1,690 )

Comprehensive income (loss) attributable to Ondas Inc. stockholders

$ 362,257

$ (14,136 )

Non-GAAP Measures

As required by the rules of

the Securities and Exchange Commission (“SEC”), we provide a reconciliation of our non-GAAP financial measures to the most

directly comparable GAAP measures. These reconciliations are set forth in the tables below.

We believe that adjusted earnings

before interest, taxes, depreciation, and amortization (“Adjusted EBITDA”) is a useful supplemental measure for evaluating

our operating performance and period to period trends because it eliminates the impact of items that primarily reflect our capital structure,

tax position, non-cash accounting charges, acquisition-related transaction costs, and other items that management does not consider indicative

of ongoing operating performance. Adjusted EBITDA should be considered in addition to, and not as a substitute for, net income (loss)

and other measures prepared in accordance with GAAP. Adjusted EBITDA removes the effects of interest and financing-related items, depreciation

and amortization, income taxes, stock-based compensation, acquisition-related expenses, and other non-operating gains and losses. Management

believes that excluding these items enhances comparability across periods and facilitates analysis of underlying operating trends. Other

companies may calculate similarly titled non-GAAP measures differently, and therefore our Adjusted EBITDA may not be comparable to measures

used by other companies.

Cash Operating Expense is

a non-GAAP financial measure that represents total operating expenses excluding depreciation, amortization of intangible assets, acquisition-related

expenses, and stock-based compensation. The most directly comparable GAAP measure to Cash Operating Expense is total operating expenses.

Management believes Cash Operating Expense provides useful supplemental information by isolating recurring, cash-based operating costs

and facilitating meaningful period-to-period comparisons. Management uses this measure for internal cost management, budgeting, and liquidity

planning, and to evaluate operating trends exclusive of non-cash accounting charges. Cash Operating Expense should be considered in addition

to, and not as a substitute for, total operating expenses prepared in accordance with GAAP.

Management uses Adjusted EBITDA

and Cash Operating Expense, together with GAAP results, in making operating and planning decisions and in evaluating the Company’s

ongoing performance.

Three months ended

March 31,

(dollars in thousands)

2026

2025

Reconciliation of Adjusted EBITDA

Net income (loss)

$ 361,250

$ (14,136 )

Depreciation

669

181

Amortization of intangible assets

5,622

1,062

Acquisition-related expenses (1)

5,844

Stock-based compensation

19,658

1,573

Provision for income taxes

245

Other (income) expense, net (2)

(404,166 )

3,826

Adjusted EBITDA

$ (10,878 )

$ (7,494 )

(1)

Acquisition-related expenses include legal, accounting, and other due diligence costs incurred in connection with completed or pending acquisitions.

(2)

Other (income) expense, net includes interest and dividend income, unrealized gain and losses on investments, interest expense, foreign exchange gain and loss, the change in the fair value of government grant liabilities and warrant liability, and other income (expense), net included on the Company’s unaudited Condensed Consolidated Statements of Operations.

Three months ended

March 31,

(dollars in thousands)

2026

2025

Reconciliation of Cash Operating Expenses

Total operating expenses

$ 67,329

$ 11,798

Depreciation (1)

(473 )

(180 )

Amortization of intangible assets

(5,622 )

(1,062 )

Acquisition-related expenses (2)

(5,844 )

Stock-based compensation (1)

(18,497 )

(1,572 )

Cash Operating Expenses

$ 36,893

$ 8,984

(1)

Excludes depreciation and stock-based compensation amounts included in Costs of goods sold on the Company’s unaudited Condensed Consolidated Statements of Operations.

(2)

Acquisition-related expenses include legal, accounting, and other due diligence costs incurred in connection with completed or pending acquisitions.

EX-99.2 — PRESENTATION, DATED MAY 14, 2026

EX-99.2

Filename: ea029069001ex99-2.htm · Sequence: 3

Exhibit

99.2

NASDAQ: ONDS This presentation may contain "forward - looking statements" as that term is defined under the Private Securities Litigation Reform Act of 1995 (PSLRA), which statements may be identified by words such as "expects," "projects," "will," "may," "anticipates," "believes," "should," "intends," "estimates," and other words of similar meaning . Ondas Inc . (“Ondas” or the “Company”) cautions readers that forward - looking statements are predictions based on its current expectations about future events . These forward - looking statements are not guarantees of future performance and are subject to risks, uncertainties and assumptions that are difficult to predict . The Company’s actual results, performance, or achievements could differ materially from those expressed or implied by the forward - looking statements as a result of a number of factors, including, the risks discussed under the heading “Risk Factors” in the Company’s most recent Annual Report on Form 10 - K filed with the U . S . Securities and Exchange Commission (“SEC”), in the Company’s Quarterly Reports on Form 10 - Q filed with the SEC, and in the Company’s other filings with the SEC . The Company undertakes no obligation to publicly update or revise any forward - looking statements, whether as a result of new information, future events or otherwise that occur after that date, except as required by law . This presentation also contains estimates and other information concerning our industry that are based on industry publications, surveys and forecasts . This information involves a number of assumptions and limitations, and we have not independently verified the accuracy or completeness of the information . Information in this presentation is not an offer to sell securities or the solicitation of an offer to buy securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction . 2 Disclaimers

SPACE STRATOSPHERE AIR SURFACE | LAND • Building World Class Systems of Systems Portfolio • Unlocking Growth Synergies Across Newly Acquired Companies • Expanding Global Market Opportunities • Validating the Financial Model • Broadening Institutional Support Our Plan is Working TARGETED OUTCOMES Ondas continues to execute its CORE + STRATEGIC growth plan NASDAQ: ONDS • Developing integrated solutions to serve global doctrinal spending shift • Scalable, global operating platform to support long - term, sustainable growth • Operating leverage to drive high returns on capital • Balance sheet provides competitive strength NASDAQ: ONDS 3 3

NASDAQ: ONDS Agenda • Introduction • Financial Review • Operational Update • Multi - domain ISR Roadmap • Outlook & Closing Remarks • Q&A 4

NASDAQ: ONDS Leadership Team Eric Brock Founder, Chairman & CEO Entrepreneur and investor with 30+ years experience. Driving the vision and strategic direction for our global growth program. Neil Laird CFO & Treasurer Senior finance leader with 25+ years in technology / public - company operations. Leading our financial operations. Meir Kliner President, OAS Entrepreneur with over 20 years of proven track record in aerospace development and manufacturing. Oshri Lugassy CO - CEO, OAS Defense and technology leader with decades of experience in autonomous systems, global business development, and military command. Ryan Hartman President & CEO, World View 5 Aerospace and defense executive with 25+ years experience; multi - domain ISR across high - altitude platforms, UAVs, and AI analytics.

NASDAQ: ONDS +25% Upside Versus Prior Targets +1,000% YoY Growth 50.1M Q1 2026 Revenue $457M (1) Backlog Drives Visibility $1.4B Cash & ST Investments $390M Raise 2026 Revenue Target Delivering Tangible Results Sustaining momentum on important financial KPIs Achieved Adjusted EBITDA Profitability at Product Company - Level 6 Months Ahead of Forecast (1) Backlog includes World View and Mistral 6

NASDAQ: ONDS Expanding Global Footprint Ondas operates globally with active deployments across key international markets • Expanding global footprint with active deployments across more than 45 countries. • Over 1,000 employees supporting operations, engineering, manufacturing, and customer programs worldwide. • Growing international presence with 15 offices across key strategic regions. • Active operations spanning Defense, Homeland Security, Critical Infrastructure, and Public Safety markets. 45 Countries with Active Deployments 1,004 Employees Worldwide 15 Offices Offices West Palm Beach, FL Baltimore, MD Petah Tikva, Israel Dubai, UAE Sunnyvale, CA Tallin, Estonia New York, NY Tucson, AZ Melbourne, Australia Customers Dubai Israel USA Germany Singapore Canada U.K. Netherlands Italy Sweden Greece And More… Partners USA Germany Dubai Australia Ukraine And More… 7

NASDAQ: ONDS Scaling Global Go - To - Market Accelerating US Expansion Co - Developing a Multi - domain ISR Platform and Strategic Roadmap Opening EU & NATO Markets Maturing our global operating platform to support much higher levels of revenue 8

NASDAQ: ONDS 9 C - UAS Counter - UAS Air Defense Sensors & Effectors UGV Multi - Mission Unmanned Ground Robotic Platforms ISR Intelligence, Surveillance & Reconnaissance Systems LMS Unmanned One - Way Attack Loitering Munition Systems Multiple Systems. Across Unmanned Verticals Portfolio addresses 4 major defense technology market segments New integrated Systems of Systems solutions will be introduced over the course of 2026 9 9

NASDAQ: ONDS 10 IRON - WAVE: Frontline Autonomous Operations Multi - layered robotic solution for maneuvering forces • Multi - layered autonomous sensing, robotics, and effects. • Mobile, rapidly deployable frontline mission systems. • AI - driven Command & Control and autonomous response. • Integrated kinetic and non - kinetic protection architectures. Unified Ondas technologies operating as wholistic solution

NASDAQ: ONDS 11 FINANCIAL REVIEW F i r s t Q u a r t e r 2 0 2 6 E a r n i n g s R e l e a s e NASDAQ: ONDS | May, 14 2026

NASDAQ: ONDS 12 (1) Acquisition - related expenses include legal, accounting, and other due diligence costs incurred in connection with completed or pending acquisitions. (2) Other (income) expense, net includes interest and dividend income, unrealized gain and losses on investments, interest expense, foreign exchange gain and loss, the change in the fair value of government grant liabilities and warrant liability, and other income (expense), net included on the Company's unaudited Conde nsed Consolidated Statements of Operations. (3) See the “Non - GAAP Financial Measures” section in the Appendix. Income Statement Q1 2026 (USD in 000s) Key Financial Insights: • Revenue grew > 10x YoY, driven by core growth and strategic acquisition program. • Gross margin increased to 49.2% Q1 2026 versus 35.0% in prior year driven by higher sales absorbing fixed costs and a favorable mix. • Cash OPEX growth driven by newly acquired businesses and increased investment in leadership and growth infrastructure. • Adjusted EBITDA loss widened by $3.4 million YoY given growing expense structure to support expected growth in business. • Net gain for Q1 2026 includes a $389.5 million non - cash gain related to accounting for the October 2025 and January 2026 warrants. Three Months Ended March 31, SELECT P&L DATA 2025 2026 (Unaudited) $ 4,248 $ 50,122 Revenues, net 2,760 25,464 Cost of goods sold 1,488 24,658 Gross profit 11,798 67,329 Total operating expenses (10,310) (42,671) Operating Loss (3,826) 404,166 Total other income (expense), net - 245 Provision for income taxes $ (14,136) $ 361,250 Net income (loss) SUPPLEMENTAL INFO: 181 669 Depreciation expense 1,062 5,622 Amortization of intangible assets - 5,844 Acquisition related expenses (1) 1,573 19,658 Stock - based compensation - 245 Provision for income taxes 3,826 (404,166) Other (income) expense, net (2) 6,642 (372,128) Total $ 8,984 $ 36,893 Cash Operating Expenses (3) $ (7,494) $ (10,878) Adjusted EBITDA (3)

NASDAQ: ONDS Cash Flow Statement 13 Q1 2026 (USD in 000s) Key Financial Insights: • Operating cash burn includes $47 million increase in working capital to support growth initiatives. • $474.2 million in cash used in investing was primarily the result of $429.1 million in purchase of short - term liquid investments (net of redemptions) and $31.8 million used for acquisitions. • Cash provided by financing includes: $959.1 million net proceeds raised in January equity offering. Three Months Ended March 31, SELECT CASH FLOW DATA 2025 2026 (Unaudited) $ (6,659) $ (51,298) Net cash used in operating activities (195) (474,167) Net cash used in investing activities 2,265 968,465 Net cash provided by financing activities $ (4,589) $ 443,000 Increase (Decrease) in cash, cash equivalents, and restricted cash

NASDAQ: ONDS Balance Sheet Q1 2026 (USD in 000s) Key Financial Insights: • Cash and short - term investments > $1.4 billion. • Cash balance increase reflects $959 million in net proceeds raised in January 2026. • Total Assets includes $40.6 million in equity investments in non - affiliated private companies • Total liabilities includes $ 1 . 1 billion for a warrant liability related to the October 2025 and January 2026 equity financings . New Banking Partner Erebor Dec. 31, 2025 March 31, 2026 SELECT BALANCE SHEET DATA (Unaudited) ASSETS $ 616,109 $ 1,484,926 Cash, cash equivalents, restricted cash, and short - term investments $ 1,132,841 $ 2,447,252 Total assets LIABILITIES, TEMPORARY EQUITY, AND STOCKHOLDERS' DEFICIT $ 2,204 $ 431 Other debt $ 10,284 $ 3,938 Convertible notes $ 12,488 $ 4,369 Total debt $ 661,226 $ 1,366,937 Total liabilities $ 29,796 $ 2,454 Redeemable noncontrolling interests $ 441,819 $ 1,077,861 Total stockholders' equity $ 1,132,841 $ 2,447,252 Total liabilities and stockholders' equity 14

NASDAQ: ONDS Analysis of Cash OPEX (1) Q1 2026 (USD in 000s) Key Financial Insights: • Corporate level Cash OPEX high due to: • Corporate development • Ondas Capital • Ecosystem engagement • OAS Cash OPEX reflects OAS leadership build out and product company OPEX Growth OPEX is discretionary; expect significant operating leverage over the next 12 – 24 months Significant OPEX investments intended to advance Ondas’ operating platform scaling and support significant growth in coming years (1) Non - GAAP figures; represent management estimates 15 [Finance, Accounting, Governance] $3,695 Ondas Inc. [CorpDev, Ondas Capital, Partner Initiatives] 9,571 Growth OPEX 13,266 Corporate Level OPEX [OAS leadership / Operating Infrastructure] 5,251 Ondas Autonomous Systems [Commercial Operations] 18,376 Product Companies 23,627 OAS Level OPEX $36,893 Total Cash OPEX

NASDAQ: ONDS OPERATIONAL UPDATE 16 NASDAQ: ONDS | May, 14 2026 F i r s t Q u a r t e r 2 0 2 6 E a r n i n g s R e l e a s e

NASDAQ: ONDS Scaling the Global Marketing Infrastructure Building presence with offices, agents, and partners in over 45 countries. • Expanding localized sales and marketing infrastructure • Building scalable supply chain and production capabilities • Growing field service and sustainment operations • Strengthening government affairs and market access • Accelerating global deployment and customer support • Integrating acquisitions into a unified platform INTEGRATING ACQUISITIONS INTO A UNIFIED GO - TO - MARKET PLATFORM 17

NASDAQ: ONDS +260% Q1 REVENUE YoY +25.8M Q1 PURCHASE ORDERS +36M YTD PURCHASE ORDERS (1) Exceeds 2025 revenue Ondas’ operating platform supports growth acceleration Ondas Operating Platform Delivers Acquired companies seeing acceleration; the “growth double dip” (1) Sentrycs YTD orders through April 1, 2026. 18

NASDAQ: ONDS Backlog Expansion = Growth Visibility Driven by demand across key technology segments in strategic regions H I G H L I G H T E D O R D E R S TECHNOLOGY Technology - Driven Growth S T R A T E G I C R E G I O N S EXPANSION Accelerating Global Expansion USA LMS · ISR · CUAS Middle East CUAS · ISR · UGV · LMS Other LMS · Anti Missile AERIAL SECURITY FIFA · Airports · Anti Missile ISR Military Bases · Public Safety · Stratospheric UGV Smart Demining · Eng. Vehicles · Multi - Robotic LMS Border Drones · LUS & LASSO Program BACKLOG BY PLATFORM ($M) 82 116 30 229 AERIAL SECURITY ISR UGV LMS BACKLOG BY REGION ($M) 292 75 90 US & Canada Middle East Europe & Asia $457M $457M 19

NASDAQ: ONDS HIGHLIGHTED PROGRAMS Program wins $1.6B+ Programs Won Key Programs Captured Ondas demonstrating ability to capture large programs POTENTIAL TECH PROGRAMS $80M UGV – Smart Demining Border Security Barrier $140M UGV – Engineering Vehicles Military Vehicles $982M LMS – Lethal Unmanned System US LUS $100M LMS – Autonomous Drone Swarms Infrastructure Border Protection $300M LMS – Long - range Autonomous Strike Platform NATO Eastern Flank 20

NASDAQ: ONDS Two - Year Strategic Program Pipeline Pipeline of programs under current pursuit T E N D E R P U R S U I T $4.3B > 45 program submissions globally $1,782M UNITED STATES $2,053M EUROPE $360M ISRAEL $230M OTHERS 21

NASDAQ: ONDS SCALING THE MULTI - DOMAIN VISION 22 NASDAQ: ONDS | May, 14 2026 F i r s t Q u a r t e r 2 0 2 6 E a r n i n g s R e l e a s e

NASDAQ: ONDS Stratosphere is Open for Business Global demand for stratospheric ISR is rapidly expanding, acting as the force multiplier of integrated, multi - domain intelligence Recent mission successes leading to marked influx of active RFPs and pending contract awards. 23

NASDAQ: ONDS Transforming Global ISR Traditional ISR: Platform Autonomy • Fragmented ISR operations • Data locked to the platform • Data format challenges • Inefficient, manual workflow management • Domain - limited and not scalable • Focus on collection over insight Next - Gen Multi - Domain ISR: Mission Autonomy • Unified, multi - domain TCPED operations • Data lives in software, runs across every platform • Single Pane of Glass – Common operating picture • Adaptive agentic AI + edge inference • Hyper - efficient and scalable across domains and platforms • Focus on speed to decisions PLATFORM PLATFORM PLATFORM PLATFORM CAOC SKYWEAVER ADAPTIVE AGENTIC AI PLATFORM PLATFORM GCS PLATFORM GCS GCS CAOC 24

25 Agentic AI for Multi - Domain Intelligence Low - Earth Orbi t (LEO) Satell ites STRATOSPHERE SURFACE | LAND AIR SPACE STRATOLLITES® Fixed - Wing UAVs Multi - Rotor UAVs Unmanned Ground Vehicles (UGVs) NASDAQ: ONDS MISSION LAYER SkyWeaver OPERATIONS LAYER Warp Speed GROUP 4 UAS Customers benefit from synchronized Tasking, Collecting, Processing, Exploitation, and Dissemination (TCPED) of real - time insights on a cohesive, singular platform GROUP 2 & 3 UAS 25 5 4 3 2 1 ADAPT ACT PLAN REASON PERCEIVE Our Agentic Model Principles Commercial Implications: • Outcomes + software pricing model • SkyWeaver scales with the portfolio • SkyWeaver creates switching costs

26 Palantir Partnership Palantir Development Workstreams Foundry – Company Operating System Warp Speed – Supply Chain Optimization AI Flight Director – Flight Path Planning SkyWeaver – AI Edge Inference/Insights Engine NASDAQ: ONDS Engaged at senior - most levels on scaled, multi - domain ISR Partner Support Workstreams • Full Suite of AIP Applications • Joint Customer and Program Capture • Strategic and M&A Roadmap Collaboration Joint Commitment to Multi - Domain ISR Roadmap

NASDAQ: ONDS 27 OUTLOOK F i r s t Q u a r t e r 2 0 2 6 E a r n i n g s R e l e a s e NASDAQ: ONDS | May, 14 2026

NASDAQ: ONDS 28 Strategic Growth Program Repeatable M&A capability is a competitive strength • Corporate development program accelerates execution against strategic vision, supports long - term upside • Integration and scale increasingly an area of focus and value creation • Focused on driving economic value creation ; believe evidence will continue to validate the strategic program is accretive to shareholder value • Strategic pipeline in the U.S. is growing • Increasing opportunity for larger, high impact acquisitions around multi - domain ISR • High impact strategic partnerships also advancing M&A Pipeline +25 Advanced Activity +8 Potential Revenue from M&A in Pipeline (2026) ~ $500M

NASDAQ: ONDS 29 Putting Our Cash to Work Having a large liquidity provides significant advantages; financial model leverage Our Plans for the Cash • Scale Ondas’ operating platform o Invest in infrastructure to support much higher revenue levels • Execute the strategic growth program o Targeted M&A in systems, ISR and software layers • Maintain Flexibility o Preserve flexibility to act opportunistically POSSIBLE DEPLOYMENT FRAMEWORK (1) • Over $4.2 billion in M&A capacity • $1.0 billion – $1.8 billion in potential incremental revenue • Operating leverage accelerates path to scaled profitability targets Balance Sheet – Strategic Asset • Supports customer confidence • Valued by employees / recruiting tool • Drives partner/ ecosystem prioritization • Offers priority access to M&A • Provides execution credibility (1) Management estimates; assumes a 2:1 cash to equity ratio; revenue target assumes a 2.5 – 4.0x 2027 revenue multiple Building the scaled, high performing solutions provider required by customers and partners

NASDAQ: ONDS 30 Updated 2026 Revenue Target At Least $390 Million Updated Outlook Continue to demonstrate upside to our financial model Adjusted EBITDA + Timeline: • Q3 2026 Product Companies • Q3 2027 OAS Q1 2027 • Q1 2028 Ondas Inc. Updated Outlook Details: • Leverage $457 million adjusted backlog; expect continued growth in backlog through 2026 • Continued to expect higher losses in 1H:26 on EBITDA basis as we invest in the growth platform • See potential upside to EBITDA + timeline targets Target Revenue by Segment 38% 28% 19% 15% Aerial Security LMS UGV ISR

NASDAQ: ONDS 31 Q&A NASDAQ: ONDS | May, 14 2026 F i r s t Q u a r t e r 2 0 2 6 E a r n i n g s R e l e a s e

NASDAQ: ONDS 32 Appendix 1Q 2026 & 1Q 2025 (USD in 000s) (1) Acquisition - related expenses include legal, accounting, and other due diligence costs incurred in connection with completed or pending acquisitions. (2) Other (income) expense, net includes interest and dividend income, unrealized gain and losses on investments, interest expense, foreign exchange gain and loss, the change in the fair value of government grant liabilities and warrant liability, and other income (expense), net included on the Company's unaudited Condensed Consolidated Statements of Operations. (3) See the “Non - GAAP Financial Measures” section below. (4) Excludes depreciation and stock - based compensation amounts included in Costs of goods sold on the Company's unaudited Condensed Consolidated Statements of Operations. Three Months Ended March 31, ADJUSTED EBITDA RECONCILIATION 2025 2026 (Unaudited) $ (14,136) $ 361,250 Net Income (Loss) 181 669 Depreciation 1,062 5,622 Amortization of intangible assets - 5,844 Acquisition related expenses (1) 1,573 19,658 Stock - based compensation - 245 Provision for income taxes 3,826 (404,166) Other (income) expense, net (2) $ (7,494) $ (10,878) Adjusted EBITDA (non - GAAP) (3) Three Months Ended March 31, Cash Operating Expense Reconciliation 2025 2026 (Unaudited) $ 11,798 $ 67,329 Total operating expenses (180) (473) Depreciation (4) (1,062) (5,622) Amortization of intangible assets - (5,844) Acquisition related expenses (1) (1,572) (18,497) Stock - based compensation (4) $ 8,984 $ 36,893 Total Cash Operating Expenses (non - GAAP) (3)

NASDAQ: ONDS 33 As required by the rules of the Securities and Exchange Commission (“SEC”), we provide a reconciliation of our non - GAAP financial measures to the most directly comparable GAAP measures . These reconciliations are set forth in the tables below . We believe that adjusted earnings before interest, taxes, depreciation, and amortization (“Adjusted EBITDA”) is a useful supplemental measure for evaluating our operating performance and period to period trends because it eliminates the impact of items that primarily reflect our capital structure, tax position, noncash accounting charges, acquisition - related transaction costs, and other items that management does not consider indicative of ongoing operating performance . Adjusted EBITDA should be considered in addition to, and not as a substitute for, net income (loss) and other measures prepared in accordance with GAAP . Adjusted EBITDA removes the effects of interest and financing - related items, depreciation and amortization, income taxes, stock - based compensation, acquisition - related expenses, and other non - operating gains and losses . Management believes that excluding these items enhances comparability across periods and facilitates analysis of underlying operating trends . Cash Operating Expense is a non - GAAP financial measure that represents total operating expenses excluding depreciation, amortization of intangible assets, acquisition related expenses, and stock - based compensation . The most directly comparable GAAP measure to Cash Operating Expense is total operating expenses . Management believes Cash Operating Expense provides useful supplemental information by isolating recurring, cash - based operating costs and facilitating meaningful period - to - period comparisons . Management uses this measure for internal cost management, budgeting, and liquidity planning, and to evaluate operating trends exclusive of noncash accounting charges . Other companies may calculate similarly titled non - GAAP measures differently, and therefore our Adjusted EBITDA and Cash Operating Expense may not be comparable to measures used by other companies . Management uses Adjusted EBITDA and Cash Operating Expense, together with GAAP results, in making operating and planning decisions and in evaluating the Company’s ongoing performance . Non - GAAP Financial Measures

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Cover

May 14, 2026

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May 14, 2026

Entity File Number

001-39761

Entity Registrant Name

Ondas Inc.

Entity Central Index Key

0001646188

Entity Tax Identification Number

47-2615102

Entity Incorporation, State or Country Code

Entity Address, Address Line One

222 Lakeview Avenue

Entity Address, Address Line Two

Suite 800

Entity Address, City or Town

West Palm Beach

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33401

City Area Code

888

Local Phone Number

350-9994

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NASDAQ

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