[8-K] Ondas Holdings Inc. Reports Material Event

Rhea-AI Filing Summary

Ondas Holdings Inc. reported results of a special shareholder meeting where investors approved two major capital structure changes. Stockholders voted to amend the company’s Articles of Incorporation to increase the number of authorized common shares from 400,000,000 to 800,000,000, providing a much larger pool of shares the company can issue in the future. They also approved an amendment to the 2021 Stock Incentive Plan, raising the shares of common stock available under the plan from 26,000,000 to 61,000,000, significantly expanding the equity available for employee and director compensation. Both measures received strong shareholder support based on the reported vote totals.

Insights

Equity & Corporate Governance Analyst

Ondas shareholders approved large increases in authorized and incentive plan shares, expanding future equity capacity.

The meeting approved an amendment to raise authorized common stock from 400,000,000 to 800,000,000. This does not immediately issue new shares but allows the company to issue more stock in the future for purposes such as financing, acquisitions, or compensation, depending on future board decisions.

Shareholders also approved increasing the 2021 Stock Incentive Plan share pool from 26,000,000 to 61,000,000. This substantially enlarges the capacity to grant stock-based awards to employees, officers, and directors, which can help align incentives but may dilute existing holders if fully used.

The vote results show strong support: the authorized share increase received 178,666,462 votes for and the plan amendment received 103,759,829 votes for. Actual impact on ownership percentages will depend on how many of these newly authorized and plan shares are eventually issued over time.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) November 20, 2025

Ondas Holdings Inc.

(Exact name of registrant as specified in its charter)

Nevada		001-39761		47-2615102
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

One Marina Park Drive, Suite 1410, Boston, MA 02210

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code (888) 350-9994

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol		Name of each exchange on which registered
Common Stock par value $0.0001		ONDS		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

At the 2025 Special Meeting of Stockholders of Ondas Holdings Inc. (the “Company”) held on November 20, 2025 (the “Meeting”), stockholders of the Company approved an amendment to the Ondas Holdings Inc. 2021 Stock Incentive Plan, as amended (the “2021 Plan”), to increase the number of shares of the Company’s common stock, par value of $0.0001 per share (“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 Amendment”). The Board of Directors of the Company adopted the Plan Amendment on October 8, 2025, subject to stockholder approval.

A description of the material terms and conditions of the Plan Amendment is set forth on page 13 of the Company’s definitive proxy statement, as amended, initially filed with the Securities and Exchange Commission on October 20, 2025 (the “Proxy Statement”), and is incorporated herein by reference. The description of the Plan Amendment incorporated herein by reference does not purport to be complete and is qualified in its entirety by reference to the full text of the Plan Amendment, attached to this report as Exhibit 10.1, and incorporated herein by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders.

The following matters were voted upon at the Meeting. Each stockholder of Common Stock was entitled to one vote on each matter properly presented at the Meeting for each share of Common Stock owned by that stockholder on the record date.

Proposal 1 – 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 (the “Certificate of Amendment”).

Votes For		Votes Against		Abstain		Broker Non-Vote
178,666,462		8,689,566		319,020		N/A

The description of the Certificate of Amendment incorporated herein by reference does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment, attached to this report as Exhibit 3.1, and incorporated herein by reference.

Proposal 2 – a proposal to approve an amendment to the 2021 Plan to increase the number of shares of Common Stock authorized for issuance under the 2021 Plan.

Votes For		Votes Against		Abstain		Broker Non-Vote
103,759,829		5,470,034		359,941		78,085,244

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
3.1		Certificate of Amendment, filed on November 20, 2025.
10.1+		Amendment to the Ondas Holdings Inc. 2021 Incentive Stock Plan.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

+ Management Compensatory Plan

1

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: November 20, 2025	ONDAS HOLDINGS INC.
	By:	/s/ Eric A. Brock
		Eric A. Brock
		Chief Executive Officer

2

FAQ

What did Ondas Holdings (ONDS) shareholders approve at the 2025 special meeting?

Stockholders of Ondas Holdings Inc. approved an increase in authorized common shares from 400,000,000 to 800,000,000 and an amendment to expand the 2021 Stock Incentive Plan share pool from 26,000,000 to 61,000,000.

How many authorized shares does Ondas Holdings (ONDS) have after the amendment?

After approval of the Certificate of Amendment, Ondas Holdings’ authorized common stock increased from 400,000,000 shares to 800,000,000 shares.

How did the 2021 Stock Incentive Plan change for Ondas Holdings?

The amendment to the 2021 Stock Incentive Plan increased the number of common shares authorized for issuance under the plan from 26,000,000 to 61,000,000 shares.

What were the shareholder vote results on the Ondas authorized share increase?

For the authorized share increase, shareholders cast 178,666,462 votes for, 8,689,566 against, and 319,020 abstentions, with no broker non-votes reported.

What were the vote results on the Ondas 2021 Stock Incentive Plan amendment?

For the 2021 Plan amendment, shareholders cast 103,759,829 votes for, 5,470,034 against, 359,941 abstentions, and 78,085,244 broker non-votes.

Does the Ondas 8-K include the full text of the approved amendments?

The 8-K states that the full text of the Certificate of Amendment is included as Exhibit 3.1 and the full text of the Plan Amendment is included as Exhibit 10.1, each incorporated by reference.