ONDS

Ondas Holdings Inc. 8-K Summary

Business Context and Reporting Period

This Current Report on Form 8-K covers events occurring on November 20, 2025, regarding the 2025 Special Meeting of Stockholders for Ondas Holdings Inc. (ONDS), a Nevada corporation listed on The Nasdaq Stock Market LLC.

Key Financial Metrics

This filing is a corporate governance report and does not provide financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity metrics.

Material Changes and Corporate Actions

Stockholders approved two significant proposals at the Special Meeting:

• Authorized Share Increase: Approval to amend the Articles of Incorporation to increase authorized common stock from 400,000,000 to 800,000,000 shares.
• Stock Plan Amendment: Approval to increase the number of shares authorized for issuance under the 2021 Stock Incentive Plan from 26,000,000 to 61,000,000 shares.

Voting Results

Outlook, Risks, and Management Commentary

The filing does not contain forward-looking guidance, management commentary on financial outlook, or specific risk factors beyond the standard incorporation of the Proxy Statement and Plan Amendment by reference. The increase in authorized shares and stock plan capacity suggests management's intent to facilitate future equity-based compensation or capital raising activities.

Key Facts for Investor Verification

• Verify the dilution impact of the new 61,000,000 share authorization under the 2021 Stock Incentive Plan.
• Review the full text of the Certificate of Amendment (Exhibit 3.1) and Plan Amendment (Exhibit 10.1) for specific terms and vesting conditions.
• Note the significant number of broker non-votes (78,085,244) on the stock plan proposal, indicating shares held in street name where brokers lacked discretionary voting power.