Ondas (ONDS) Proxy filing summary

Executive summary

• Achieved $50.7 million in revenue for 2025, representing 605% year-over-year growth, with a backlog of $457 million and a target of at least $375 million in revenue for 2026.

• Investments in technology, global operations, and customer delivery infrastructure have positioned the company for multi-year growth and value creation.

• Five acquisitions completed in 2026 with a combined transaction value of $557 million, expected to contribute $230 million in 2026 revenue.

• M&A pipeline includes over 25 opportunities with a potential $500 million run rate in 2026 revenue.

• Leadership emphasizes alignment with stockholders and a disciplined, transparent approach to value creation.

Voting matters and shareholder proposals

• Proposal to increase authorized shares from 800 million to 1.2 billion to support strategic flexibility, particularly for acquisitions.

• Over 50% of shares are issued and outstanding, with nearly 25% reserved for warrants at higher strike prices.

• Management requests stockholder support for the share increase to enable continued execution of growth strategy.

Shareholder rights and capital structure

• Current capital structure includes significant outstanding shares and warrants, impacting flexibility for future strategic actions.

• The proposed increase in authorized shares is intended to facilitate accretive investments and maintain the ability to act decisively on M&A opportunities.