Ondas Holdings Inc.

Overview

Upon the recommendation of the Compensation Committee, the Board has approved, subject to stockholder approval, an amendment to the 2021 Plan to increase the number of shares of Common Stock authorized for issuance under the 2021 Plan from 26,000,000 shares of Common Stock to 61,000,000 shares of Common Stock (the “Plan Increase Amendment”). Approval of this Proposal 2 is contingent on the approval of Proposal 1, providing for an increase in the authorized number of shares of Common Stock. If Proposal 1 is not approved, Proposal 2 will not be adopted. Assuming the approval of Proposal 1, approval of this Proposal 2 will become effective following the filing of the charter amendment with the Secretary of State of the State of Nevada. As of October 8, 2025, there are (i) 15,741,764 shares of Common Stock underlying outstanding stock options granted pursuant to the 2021 Plan, (ii) 4,751,668 shares of Common Stock underlying outstanding RSUs granted pursuant to the 2021 Plan, and (iii) 1,893,965 shares of Common Stock available for future grants of equity awards pursuant to the 2021 Plan. Approval of this proposal will result in an additional 35,000,000 shares of Common Stock available for issuance under the 2021 Plan. The principal purpose of the 2021 Plan is to enable the Company to attract, retain, reward and motivate eligible individuals by providing them with an opportunity to acquire or increase a proprietary interest in the Company and to incentivize them to expend maximum effort for the growth and success of the Company, so as to strengthen the mutuality of the interests between the eligible individuals and the stockholders of the Company.

The 2021 Plan became effective on November 5, 2021 and was subsequently amended. Under the original 2021 Plan, 6,000,000 shares of Common Stock were initially reserved for issuance pursuant to a variety of equity-based compensation awards, including stock options, stock appreciation rights (“SARs”), restricted stock awards, restricted stock unit awards and other equity-based awards. Pursuant to subsequent amendments, 26,000,000 shares of Common Stock were reserved for issuance pursuant to a variety of equity-based compensation awards, including stock options, stock appreciation rights (“SARs”), restricted stock awards, restricted stock unit awards and other equity-based awards. Our compensation philosophy reflects our belief that equity compensation is a critical means of aligning the interests of employees with those of stockholders. This section summarizes certain principal features of the 2021 Plan for the Plan Increase Amendment. The summary is qualified in its entirety by reference to (i) the Plan Increase Amendment, which is included as Annex B of this proxy statement and (ii) the complete text of the 2021 Plan, as amended, which is included as Exhibits 10.12, 10.13, 10.15, and 10.16 to our Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC on March 12, 2025 and Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on May 12, 2025 and incorporated herein by reference. Also, a summary of the principal features of 2021 Plan was included in our definitive proxy statement filed with the SEC on October 7, 2021.

Pursuant to Nasdaq rules, the Company and other Nasdaq listed companies are generally not permitted to grant shares of common stock as compensation except pursuant to a plan approved by stockholders. The Board unanimously recommends a vote FOR the amendment to increase authorized shares under the 2021 Plan because the amendment will allow the Company to achieve important business objectives in ways that are consistent with stockholder interests.

New Stock Incentive Plan Benefits

No Awards have been made with respect to the Plan Increase Amendment. Because future awards under the 2021 Plan will be granted in the discretion of the Compensation Committee, the type, number, recipients, and other terms of such awards cannot be determined at this time. As a result, and as such, we have not included a New Plan Benefits table called for by Item 10 of Schedule 14A.

Vote Required and Board Recommendation

The vote required for the Incentive Plan Amendment Proposal is a majority of the votes cast at the Special Meeting. The Board recommends a vote “FOR” the Incentive Plan Amendment Proposal.