Ondas Inc.

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

Check the appropriate box:

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

April 20, 2026

Dear Fellow Ondas Stockholder:

We are pleased to invite you to join us at the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Ondas Inc. (“Ondas” or the “Company”) to be held on Thursday, May 28, 2026 at 10:00 a.m. Eastern Time, at the law offices of Akerman LLP at 777 South Flagler Drive, Suite 1100 West Tower, West Palm Beach, Florida 33401.

The accompanying Notice of Annual Meeting and Proxy Statement describes the specific matters to be voted upon at the Annual Meeting. Whether you own a few or many shares of Ondas stock and whether or not you plan to attend the Annual Meeting in person, it is important that your shares be represented at the Annual 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 election of all the director nominees; FORthe ratification of the selection of BDO USA, P.C. as the Company’s independent certified public accountants for the fiscal year ending December 31, 2026; FOR the advisory approval of the Company’s executive compensation; 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 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 Annual Meeting.

Sincerely,

Eric A. Brock

Chairman, Chief Executive Officer and President

NOTICE OF THE 2026 ANNUAL MEETING OF STOCKHOLDERS

To Stockholders of Ondas Inc.:

The 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Ondas Inc. will be held on Thursday, May 28, 2026 at 10:00 a.m. Eastern Time, at the law offices of Akerman LLP at 777 South Flagler Drive, Suite 1100 West Tower, West Palm Beach, Florida 33401. The purpose of the Annual Meeting is to consider and vote upon the following proposals:

1. Director Election Proposal— a proposal to elect four directors, each for a term expiring at the next annual meeting or until their successors are duly elected and qualified;

2. Auditor Ratification Proposal — a proposal to ratify the selection of BDO USA, P.C. as the Company’s independent certified public accountants for the fiscal year ending December 31, 2026;

3. Say on Pay Proposal — a proposal to obtain advisory approval of the Company’s executive compensation;

4. Charter Amendment Proposal — a proposal to approve an amendment to the Company’s Amended and Restated Articles of Incorporation, as amended, to increase the number of authorized shares of common stock from 800,000,000 to 1,200,000,000;

5. Incentive Plan 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

6. To transact any other business that is properly presented at the Annual Meeting or any adjournments or postponements of the Annual Meeting.

The close of business on April 9, 2026 has been fixed as the record date for the Annual Meeting (the “Record Date”). Only holders of record of Ondas Inc. 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.

We cordially invite you to attend the Annual Meeting in person. Even if you plan to attend the Annual 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,

Patrick Huston

Chief Operating Officer, General Counsel and Secretary

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 28, 2026

The accompanying proxy statement and the most recent Annual Report on Form 10-K are available athttps://web.viewproxy.com/Ondas/2026.

PROXY STATEMENT