Ondas Holdings Inc

This Proxy Statement contains information relating to the solicitation of proxies by the Board of Directors (the “Board”) of Ondas Holdings Inc. (“Ondas” or the “Company,” or “we,” “us,” and “our”) for use at our 2025 Annual Meeting of Stockholders (“Annual Meeting”). Our Annual Meeting will be held on Monday, May 12, 2025 at 10:00 a.m. Eastern Time, at One Marina Park Drive, Suite 1410, Boston, MA 02210. If you will need directions to the Annual Meeting, or 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 10, 2025 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 127,724,799 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 21, 2025.