Ondas touts 605% growth and major share increase plan
Ondas Inc. furnished a CEO letter ahead of its 2026 annual meeting outlining rapid growth, heavy M&A activity, and a proposed increase in authorized shares.
Sentiment and the balance of points
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Rhea-AI Filing Summary
Ondas Inc. furnished a CEO letter ahead of its 2026 annual meeting outlining rapid growth, heavy M&A activity, and a proposed increase in authorized shares. The company reported 2025 revenue of $50.7 million, a 605% year-over-year increase, and a backlog of $457 million, supporting a 2026 revenue target of at least $375 million.
Ondas highlighted more than $1.4 billion in cash and short-term investments as of March 31, 2026 (unaudited). In 2026 it has completed five acquisitions totaling $557 million, with these businesses expected to contribute approximately $230 million of 2026 revenue and a broader pipeline with potential $500 million 2026 run-rate revenue.
The board is asking stockholders to approve an increase in authorized shares from 800 million to 1.2 billion. Over 50% of shares are issued and outstanding, and nearly 25% of authorized shares are reserved for warrants with strike prices of $20 and $28 per share, which the company says constrains its flexibility for strategic acquisitions and growth initiatives.
Positive
- Exceptional revenue growth and visibility: 2025 revenue reached $50.7 million, a 605% year-over-year increase, supported by a $457 million backlog and a stated target of at least $375 million in 2026 revenue.
- Strong liquidity for expansion: The company reports more than $1.4 billion of cash and short-term investments as of March 31, 2026 (unaudited), providing substantial capacity to fund growth and acquisitions.
- Scaled acquisition program: Five acquisitions completed in 2026 with aggregate transaction value of $557 million are expected to contribute approximately $230 million of 2026 revenue, with a larger pipeline indicating continued strategic activity.
Negative
- Potential dilution from share increase: Management is asking stockholders to raise authorized shares from 800 million to 1.2 billion, with over 50% already issued and nearly 25% reserved for higher-strike warrants, which may allow significant future equity issuance.
- Execution risk from aggressive M&A and growth targets: The strategy relies on integrating multiple acquisitions totaling $557 million and realizing revenue expectations, alongside a substantial M&A pipeline and ambitious 2026 revenue goals.
Insights
Ondas pairs hyper-growth and large M&A with a sizable share authorization request.
Ondas reports 2025 revenue of $50.7 million, a 605% year-over-year increase, plus a $457 million backlog and a 2026 revenue target of at least $375 million. It also discloses more than $1.4 billion in cash and short-term investments as of March 31, 2026, indicating significant funding capacity for expansion.
The company has already executed five acquisitions in 2026 totaling $557 million, with those targets expected to generate about $230 million of 2026 revenue. Management also cites a pipeline of over 25 additional opportunities with potential $500 million 2026 run-rate revenue, underscoring an aggressive roll-up strategy in unmanned and autonomous systems.
To support this plan, Ondas seeks to raise authorized shares from 800 million to 1.2 billion while more than half of shares are issued and nearly 25% of authorized shares are reserved for warrants at $20 and $28. The filing frames the request as needed for strategic acquisitions and flexibility; the actual impact on existing holders will depend on future issuance levels and deal terms disclosed in subsequent filings.
8-K Event Classification
Key Figures
Key Terms
backlog financial
warrants financial
short-term investments financial
forward-looking statements regulatory
FAQ
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What capital structure change is Ondas Inc. (ONDS) asking stockholders to approve?
What acquisitions has Ondas Inc. (ONDS) completed so far in 2026?
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
(Address of principal executive offices) (Zip Code)
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area code (
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 | ||
| The |
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 7.01 Regulation FD Disclosure.
On May 4, 2026, Ondas Inc. (the “Company”) issued a letter to the Company’s stockholders from Eric Brock, the Company's Chairman and Chief Executive Officer, regarding the Company's 2026 Annual Meeting of Stockholders to be held on May 28, 2026.
The information furnished pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 99.1 | Letter to Stockholders, dated May 4, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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: May 4, 2026 | ONDAS INC. | |
| By: | /s/ Eric A. Brock | |
| Eric A. Brock | ||
| Chief Executive Officer | ||
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Exhibit 99.1
CEO Letter to Stockholders
Fellow Stockholders,
Over the past year, Ondas has delivered strong performance and is building accelerating momentum across our business. This progress is reflected in our execution, including significant revenue growth, expanding backlog, and increasing engagement with defense and security customers globally. We are entering 2026 with a rapidly expanding opportunity set and are positioned at the beginning of what we believe will be a sustained, multi-year growth trajectory in stockholder value.
Building a Scalable Global Platform
We have made significant investments in our technology platforms, our global operating platform, our customer delivery infrastructure, and our broader ecosystem, and we believe those investments are paying off. Through a combination of internal development and a disciplined strategic growth program, we have built an integrated autonomous systems platform spanning air, ground, and stratospheric solutions, with capabilities across counter-UAS, ISR, and mission-critical operations, supported by a scalable global operating platform designed to deliver these solutions globally.
These investments are foundational. They are designed to support what we believe will be a substantially larger business and significant additional value creation over the next three to five years and beyond.
At the center of this progress is our Core + Strategic Growth plan. This strategy is designed to build a leading, scaled operating platform in the unmanned and autonomous systems market, integrating technology, manufacturing, field operations, and go-to-market capabilities. I am pleased to share that this strategy is working as designed, and we are well ahead of the initial plan we laid out less than 12 months ago at our July 2025 Investor Day.
We are deepening and broadening our technology capabilities while simultaneously building the operating platform required to deliver at scale—expanding our solutions portfolio, strengthening our manufacturing and supply chain capabilities, and enhancing our global go-to-market and customer support infrastructure. This integrated model enables us to serve defense, homeland security, public safety, and critical infrastructure customers with increasing effectiveness.
We believe this combination, technology leadership plus a scaled global operating platform, is what differentiates Ondas and positions us to lead in a massive and accelerating global investment cycle in unmanned and autonomous systems.
Execution Driving Financial Strength
Importantly, our strategy is producing measurable results.
In 2025, we generated $50.7 million in revenue, reflecting 605% year-over-year growth and validating the increasing demand for our solutions. As recently reported, our backlog has increased to $457 million. This backlog, along with an expanding pipeline, and increasing program engagement across U.S. and allied markets is providing strong visibility for our target of at least $375 million in revenue in 2026. At the same time, we are building a financial model designed to deliver:
| ● | Sustained revenue growth |
| ● | Expanding gross profit pools |
| ● | Increasing operating leverage |
| ● | Attractive long-term returns on invested capital |
As our business scales, we expect these dynamics to compound, driving a progressively more valuable financial profile.
We are also maintaining a strong, well-capitalized balance sheet with more than $1.4 billion of cash and short-term investments as of March 31, 2026 (unaudited), which provides the flexibility to invest in growth while remaining disciplined in our capital allocation decisions.
Transparency and accountability to our stockholders remain central to how we operate, and we are committed to continuing to broaden and deepen our investor base as our story evolves.
A Defining Opportunity Ahead
We believe Ondas is establishing leadership in one of the most important technology and defense transformations of our time.
Defense and security customers around the world are re-architecting operations around unmanned and autonomous systems. This shift is structural, multi-year in nature, and supported by significant and growing investment.
Our positioning across platforms, technologies, and operating capabilities is increasingly placing Ondas at the center of this transformation.
As these markets evolve, we believe the benefits to our stockholders will compound. Our objective is clear: to build a large, valuable, and enduring company, and to execute with discipline and urgency on the exceptional opportunity in front of us.
Stockholder Vote and Capital Structure
At our upcoming annual meeting, we are asking for your support on an important proposal to increase our authorized shares from 800 million to 1.2 billion.
This proposal is critical as we continue to execute our strategy and accelerate our leadership position.
Today, over 50% of our shares are issued and outstanding, and nearly 25% of our authorized shares are reserved for warrants with higher strike prices at $20 and $28 per share. While these instruments reflect prior financing activities that have accelerated our growth and expanded our opportunity set, they also limit our flexibility to fully execute our strategy. This constraint is particularly relevant as we pursue strategic acquisitions.
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Our backlog is growing, our revenue trajectory is strengthening, and our M&A pipeline continues to expand. In 2026, we have executed 5 acquisitions to date at an aggregate transaction value of $557 million. On a combined basis, these companies are expected to generate approximately $230 million in full year revenue in 2026. Today we have an M&A pipeline of over 25 opportunities, many of them in advanced stages of activity. These businesses have a combined potential run rate of $500 million in 2026 revenue. Significant organic growth, augmented by these strategic activities point to a substantially larger business over the next 12 to 36 months.
To capture this opportunity, we must maintain the flexibility to act decisively.
We want to be clear: we are committed to using our authorized shares responsibly and with a focus on long-term value creation. Our strategy is centered on highly accretive investments that strengthen our platform, expand our market position, and support growth in stockholder value over time.
We respectfully ask for your support in approving this proposal.
Our Commitment to Stockholders
Our leadership team is deeply committed to serving our stockholders and building long-term value.
We are not only operators, we are also investors. Our interests are fully aligned with stockholders, and we approach every decision with a focus on sustainable value creation.
We are grateful for your continued support and confidence in Ondas. We recognize the responsibility that comes with that trust, and we are committed to executing our strategy with discipline, transparency, and urgency. We are accountable for the results.
The opportunity ahead of us is exceptional. Our strategy is in place. Our platform is scaling. Our markets are expanding.
Now, it is about execution.
And we are fully committed to delivering.
Sincerely,
Eric Brock
Chairman and Chief Executive Officer
Ondas Inc.
May 4, 2026
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2026 Annual Meeting of Stockholders
Ondas Inc. has distributed proxy materials to its stockholders, including a Notice of the 2026 Annual Meeting of Stockholders and Definitive Proxy Statement (the “Notice and Proxy Statement”) for its Annual Meeting of Stockholders to be held on Thursday, May 28, 2026. A copy of the Notice and Proxy Statement was filed with the Securities and Exchange Commission on April 20, 2026.
If you would like additional copies of the Notice and Proxy Statement or you need assistance voting your shares, you should contact:
Alliance Advisors, LLC
200 Broadacres Drive, 3rd Floor
Bloomfield, New Jersey 07003
Phone Number: (855) 325-6668 (Toll Free in U.S.)
Email: ONDS@allianceadvisors.com
Website: www.allianceadvisors.com
Forward-Looking Statements
Statements made in this document that are not statements of historical or current facts are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. We caution readers that forward-looking statements are predictions based on our current expectations about future events. These forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties and assumptions that are difficult to predict. Our actual results, performance, or achievements could differ materially from those expressed or implied by the forward-looking statements as a result of a number of factors, including the risks discussed under the heading “Risk Factors” discussed under the caption “Item 1A. Risk Factors” in Part I of our most recent Annual Report on Form 10-K or any updates discussed under the caption “Item 1A. Risk Factors” in Part II of our Quarterly Reports on Form 10-Q and in our other filings with the SEC. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise that occur after that date, except as required by law.
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