Ondas Holdings Inc.
For the period ended Nov 18, 2025. Filed Oct 20, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Nov 18, 2025 · Filed Oct 20, 2025
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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
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| Filed by a Party other than the Registrant | ☐ |
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
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| ☐ | 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 |
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October 20, 2025
Dear Fellow Ondas Stockholder:
On behalf of the Board of Directors of Ondas Holdings Inc., a Nevada corporation (“Ondas”, the “Company”, “we”, “us” or “our”), we invite you to join us at a special meeting of stockholders of the Company, which will be held on Tuesday, November 18, 2025 at 10:00 a.m., Eastern time, at One Marina Park Drive, Suite 1410, Boston, MA 02210 (the “Special Meeting”).
The accompanying Notice of Special Meeting and Proxy Statement describes the specific matters to be voted upon at the Special Meeting. Whether you own a few or many shares of Ondas stock and whether or not you plan to attend the Special Meeting in person, it is important that your shares be represented at the Special 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 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 Holdings 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 Special Meeting.
Sincerely,
Eric A. Brock
Chairman, Chief Executive Officer and President
NOTICE OF THE SPECIAL MEETING OF STOCKHOLDERS
To Stockholders of Ondas Holdings Inc.:
A Special Meeting of Stockholders (the “Special Meeting”) of Ondas Holdings Inc. will be held on Tuesday, November 18, 2025 at 10:00 a.m., Eastern time, at One Marina Park Drive, Suite 1410, Boston, MA 02210. The purpose of the Special Meeting is to consider and vote upon the following proposals:
Charter Amendment Proposal — a proposal to approve an amendment to the Company’s Amended and Restated Articles of Incorporation to increase the number of authorized shares of common stock from 400,000,000 to 800,000,000;
Incentive Plan Amendment 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
To transact any other business that is properly presented at the Special Meeting or any adjournments or postponements of the Special Meeting.
The close of business on October 8, 2025 has been fixed as the record date for the Special Meeting (the “Record Date”). Only holders of record of Ondas Holdings Inc. common stock on the Record Date are entitled to notice of, and to vote at, the Special Meeting or any adjournments or postponements of the Special Meeting.
We cordially invite you to attend the Special Meeting in person. Even if you plan to attend the Special 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,
Neil Laird
Chief Financial Officer,
Treasurer, and Secretary
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON NOVEMBER 18, 2025
The accompanying proxy statement is available athttps://web.viewproxy.com/OndasHoldings/2025SM.
PROXY STATEMENT
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