Ondas (NASDAQ: ONDS) surges to $50.1M Q1 revenue and boosts 2026 forecast
Rhea-AI Filing Summary
Ondas Inc. reported record first quarter 2026 results and raised its full-year 2026 revenue outlook to at least $390 million, representing about a 670% increase from 2025. Q1 2026 revenue reached $50.1 million, more than ten times Q1 2025 and up 66% from Q4 2025, with gross margin improving to 49%.
Despite this growth, Ondas posted an adjusted EBITDA loss of $10.9 million as operating expenses rose to support acquisitions and global expansion. Net income was $361.2 million, driven largely by a $389.5 million non-cash gain from warrant liability revaluation and a $51.5 million gain from deconsolidating Ondas Networks. Pro forma backlog increased to $457 million, and cash, cash equivalents, restricted cash and short-term investments totaled about $1.48 billion as of March 31, 2026, giving substantial capacity to fund the company’s Core + Strategic Growth Program and further acquisitions.
Positive
- Explosive top-line growth and higher guidance: Q1 2026 revenue reached $50.1 million, more than 10x Q1 2025 and up 66% sequentially, prompting management to raise full-year 2026 revenue guidance to at least $390 million, about 670% above 2025.
- Improving profitability metrics at the gross level: Gross profit rose to $24.7 million and gross margin improved to 49% from 35% a year earlier, reflecting scale benefits, favorable mix and contributions from acquired companies.
- Strong balance sheet and backlog support visibility: Cash, cash equivalents, restricted cash and short-term investments totaled about $1.48 billion, while pro forma backlog expanded to $457 million versus $68.3 million at the end of 2025, reinforcing visibility into the raised 2026 revenue target.
Negative
- Continuing operating and EBITDA losses: Operating loss widened to $42.7 million and adjusted EBITDA loss reached $10.9 million in Q1 2026, with management guiding to elevated adjusted EBITDA losses through at least Q2 2026 as spending is front-loaded ahead of expected revenue ramp.
- Headline net income driven by non-cash items: Q1 2026 net income of $361.2 million is largely attributable to a $389.5 million non-cash gain from warrant liability remeasurement and a $51.5 million deconsolidation gain, which do not reflect underlying operating profitability.
Insights
Ondas posts hyper-growth quarter, raises 2026 outlook but still burns cash.
Ondas Inc. delivered Q1 2026 revenue of $50.1 million, more than 10x year over year and up 66% sequentially, with gross margin rising to 49%. Management lifted its 2026 revenue target to at least $390 million, citing strong demand for counter‑UAS, ISR and ground robotics and a pro forma backlog of $457 million.
However, the business remains loss-making on an operating basis. Operating expenses climbed to $67.3 million, reflecting acquisitions, headcount and infrastructure build‑out. Adjusted EBITDA loss widened to $10.9 million, and management explicitly expects elevated adjusted EBITDA losses through 2Q 2026 as it front-loads spending ahead of an anticipated revenue ramp in the second half of 2026.
Headline net income of $361.2 million is dominated by non‑cash items, notably a $389.5 million gain from revaluing warrant liabilities and a $51.5 million gain on deconsolidating Ondas Networks. The company’s $1.48 billion in cash, cash equivalents, restricted cash and short‑term investments, plus plans for further M&A, underpin its aggressive multi‑domain ISR and autonomy strategy, but execution on revenue growth and the path to the stated adjusted EBITDA profitability milestones through Q1 2028 will be critical.
8-K Event Classification
Key Figures
Key Terms
Adjusted EBITDA financial
backlog financial
warrant liability financial
non-GAAP financial measures financial
multi-domain ISR technical
variable interest entity financial
Earnings Snapshot
The company raised full-year 2026 revenue guidance to at least $390 million, supported by a $457 million backlog and expects company-wide adjusted EBITDA profitability by Q1 2028.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 2.02. Results of Operations and Financial Condition.
On May 14, 2026, Ondas Inc. (the “Company”), issued a press release announcing its financial and operating results for the first quarter ended March 31, 2026. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. A slide presentation, which includes supplemental information relating to the Company’s financial results for the first quarter ended March 31, 2026, is furnished as Exhibit 99.2 to this Current Report on Form 8-K.
The information in Item 2.02 of this Current Report on Form 8-K (including Exhibit 99.1 and Exhibit 99.2) is furnished and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. The information in Item 2.02 of this Current Report on Form 8-K (including Exhibit 99.1 and Exhibit 99.2) shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date of this Current Report on Form 8-K, regardless of any general incorporation language in the filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 99.1 | Press Release, dated May 14, 2026. | |
| 99.2 | Presentation, dated May 14, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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 14, 2026 | ONDAS INC. | |
| By: | /s/ Eric A. Brock | |
| Eric A. Brock | ||
| Chief Executive Officer | ||
Exhibit 99.1
Ondas Reports Record First Quarter 2026 Financial Results: Raises Full Year 2026 Revenue Forecast to $390 Million
Q1 2026 revenue of $50.1 million represents a more than 10-fold increase from Q1 2025 and 66% quarter-over-quarter exceeds the high end of Company’s guidance by 25%
Raising full-year 2026 revenue target to at least $390 million representing approximately 670% year-over-year increase driven by organic growth, accelerated strategic growth program and global demand for unmanned and autonomous systems
Product companies were adjusted EBITDA positive during the first quarter, 6 months ahead of targets
Pro forma backlog reached $457 million vs $68.3 million at the end of 2025, driven by significant order activity during the quarter and the addition of newly acquired companies
$1.48 billion in cash, cash equivalents, restricted cash and short-term investments as of March 31, 2026, providing substantial capacity to support organic growth and the Core + Strategic Growth Program
Conference Call Scheduled for today, May 14th at 8:30 a.m. ET
WEST PALM BEACH, FL / May 14, 2026 / Ondas Inc. (Nasdaq: ONDS) (“Ondas” or the “Company”), a leading provider of autonomous aerial and ground robot intelligence, reported financial and operating results for the first quarter ended March 31, 2026.
“We delivered record results in the first quarter of 2026, with revenue of $50.1 million representing a ten-fold increase year-over-year, as our Core + Strategic Growth Program continues to drive strong execution and accelerating momentum across the business,” said Eric Brock, Chairman and CEO of Ondas. “Our system-of-systems platform is scaling effectively, and we are beginning to realize the benefits of a global operating platform designed to support higher levels of business activity and revenue. Importantly, our financial model is also demonstrating operating leverage as our product companies were adjusted EBITDA positive during the first quarter, 6 months ahead of our targets. With backlog surging to $457 million, including contributions from recently closed acquisitions, we believe we have strong visibility into our 2026 targets and are increasing our full-year revenue outlook to at least $390 million.”
“We are operating in an environment of powerful demand tailwinds, particularly across counter-UAS and defense robotics markets. Our counter-drone platforms, led by Sentrycs and Iron Drone, are seeing strong global demand as customers respond to evolving security threats and heightened global tensions. Indeed, Sentrycs CoRF is seeing meaningful upside to earlier expectations, which we are addressing through increased production. At the same time, our ground-based businesses continue to gain traction, highlighted by significant tender wins, including approximately $220 million in aggregated awards captured by 4M Defense and INDO Earth to start 2026. These wins reflect both the urgency of the markets we serve and the strength of our integrated capabilities.”
“Our recent acquisitions of Mistral and World View are materially accelerating our go-to-market capabilities, particularly in the United States. Mistral brings a highly strategic position as a prime contractor, including participation in a $982 million IDIQ program with the U.S. Army for loitering munitions, providing meaningful long-term visibility into our growth outlook. World View is a game changer for Ondas, accelerating our multi-domain ISR roadmap with the critical stratospheric layer while bringing exceptional leadership, technical talent, and deep relationships across U.S. defense customers. Together, these platforms significantly expand our U.S. footprint and strengthen our engagement with multiple combatant commands across the U.S. Department of War (DOW).”
“Our partnership with Palantir Technologies is adding tremendous operational value and helping to advance our layered, multi-domain ISR roadmap. By leveraging Palantir’s AIP platform, we are enhancing the scalability of our global operating platform and integrating our capabilities across air, ground, and now stratospheric domains into unified, AI-driven systems. Our collaboration with Palantir is unique and symbiotic. The jointly developed SkyWeaver platform leveraging adaptive, agentic AI at the edge represents a new co-built operational system that combines our hardware, AI and autonomy with Palantir’s data intelligence to drive rapid, advanced decision making. This offering positions Ondas at the center of next-generation defense and homeland security architectures, where data fusion, autonomy, and artificial intelligence drive superior mission outcomes.”
“We have made significant progress in building the operating foundation to support sustained growth. Investments in manufacturing, supply chain, field services and global go-to-market capabilities are enabling us to industrialize our technologies and deliver at scale across regions. A key milestone is the formation of ONBERG Autonomous Systems (“ONBERG”), our joint venture with Heidelberger Druckmaschinen AG (“Heidelberg”), establishing a localized European platform for manufacturing, engineering and customer engagement in a critical defense and security market. Together with our U.S.-based manufacturing partnerships and global supply chain initiatives, these efforts are strengthening our ability to meet growing demand while ensuring regional compliance. As a result, we are seeing increasing operating leverage and a clearer path to profitability for Ondas as revenue scales.”
“Looking ahead, we believe Ondas is well positioned for the remainder of 2026 and beyond. Recent global developments continue to underscore the urgency driving accelerated adoption of our solutions, reinforcing our long-term thesis and validating the strategic actions we have taken to position the Company for a multi-decade growth cycle. With strong financial resources, a rapidly expanding platform, and increasing global demand, we are seeing record levels of backlog and visibility, supporting meaningful upside to our prior expectations. We remain focused on executing our strategy to drive sustained growth, operating leverage, and long-term value creation for our shareholders,” Brock concluded.
2
First Quarter 2026 and Recent Financial, Corporate, and Market Highlights
Financial
| ● | Delivered record financial performance, generating $50.1 million in revenue compared to $4.3 million in Q1 2025, representing 1,065% year-over-year growth. |
| ● | Ended Q1 with $457 million in pro forma backlog adjusted for the additions of Mistral, Inc. and World View Enterprises acquisitions which closed in April 2026. Ondas’ pro forma backlog increased 570% from $68.3 million as of Q4 2025, reflecting accelerating global demand for OAS autonomous drone, counter-UAS and robotics solutions and the addition of newly acquired businesses. |
| ● | Gross proceeds from the January 2026 offering of approximately $1 billion will support the Company’s strategic and organic growth. The Company ended the first quarter with $1.48 billion in cash, cash equivalents, restricted cash and short-term investments. |
Corporate
| ● | Executed on the OAS strategic growth plan through a series of accretive acquisitions, significantly expanding its technology and operational platform into new high-growth defense categories, including loitering munitions, counter-missile defense systems, and advanced ISR capabilities, while also advancing Ondas’ position as a prime contractor for integrated autonomous defense solutions, including the following acquisitions: |
| o | Rotron Aerospace – a UK-based developer of loitering munitions or one-way effectors |
| o | Mistral Inc. – a US DOW Prime contractor and manufacturer of advanced autonomous solutions |
| o | Bird Aero – a laser based airborne missile and C-UAS defense system provider |
| o | Indo-Earth – a specialty earth moving equipment company focused on supporting military operations |
| o | World View – a stratospheric balloon platform that delivers persistent, low-cost ISR and communications without satellites or aircraft |
| ● | Established ONBERG as a 51%-owned joint venture with strategic partner Heidelberg creating a Germany-based go to market platform for OAS’ autonomous platform providing localized manufacturing, engineering and sales collaboration addressing the European market, initially focused on the expanding counter-UAS and ISR systems market. |
| ● | Strengthened OAS board of directors with the addition of David Chinn to support global defense expansion. |
Market
| ● | Announced a comprehensive partnership with Palantir Technologies to enhance operational capabilities and drive global adoption of Ondas’ autonomous platforms, providing access to the full suite of Palantir AIP capabilities ranging from Warp Speed and Foundry for scalable operations, supply chain optimization and production workflows, to Maven and advanced C2 for mission command. This collaboration supports the integration of layered ISR and strike capabilities, enabling unified, AI-driven operational environments for both commercial and military customers. | |
| ● | Continued to establish Ondas as a critical global provider of counter-UAS solutions, securing new orders in the Middle East amid escalating drone threats and supporting airspace protection at major international events, including the World Economic Forum in Davos and the 2026 FIFA World Cup, demonstrating the operational maturity and global adoption of its integrated C-UAS technologies, demonstrating growing demand for Ondas’ layered low-altitude airspace defense solutions combining detection, cyber-takeover and autonomous interception technologies. | |
| ● | Secured multiple multi-million-dollar contracts in Europe for C-UAS solutions and continued deployments at major European airports as part of Ondas’ expansion strategy, supporting layered, low-altitude airspace defense for critical civil aviation infrastructure. |
3
| ● | Expanded Ondas’ role in next-generation border security programs, combining autonomous drone swarm protection systems and large-scale demining capabilities, positioning the Company to capture long-term opportunities valued in hundreds of millions of dollars across national border modernization initiatives. | |
| ● | Advanced 4M Defense’s role in large-scale border infrastructure programs through multiple tender wins and initial purchase orders in 2026, supporting national demining and security initiatives. These programs represent an expected cumulative opportunity exceeding $80 million and demonstrate the scalability of Ondas’ operating platform across multi-phase deployments. | |
| ● | Announced American Robotics Optimus Drone approved for rapid federal procurement via the DCMA Blue UAS Cleared List. | |
| ● | Secured strategic defense contract in Asia-Pacific as part of its global expansion. | |
| ● | Launched Ondas’ refreshed Defense and Security offering at Singapore Airshow 2026, introducing its 2026 roadmap and unified system-of-systems strategy for integrating ISR, detection, decision-making and interception capabilities into mission-ready autonomous defense platforms. |
“In the first quarter, we advanced our integrated defense and security capabilities, delivering a unified systems-of-systems platform across ISR, detection, and autonomous engagement,” said Oshri Lugassy, Co-CEO of Ondas Autonomous Systems. “We expanded our coverage into higher aerial layers and strengthened our position as a prime contractor across the Middle East, Europe, and the United States. By integrating advanced, field-proven technologies, we are delivering combat-proven, multi-layered solutions with real operational impact. We are already seeing strong synergies across our platform, accelerating growth and expanding the distribution of Ondas systems across critical markets with multi-billion-dollar potential.”
First Quarter 2026 Financial Results 1
Revenues increased 66% sequentially to $50.1 million for the three months ended March 31, 2026, compared to $30.1 million for the three months ended December 31, 2025, and more than 10-fold increase from $4.3 million for the three months ended March 31, 2025. The increase reflects strong performance across the Company’s portfolio particularly with the C-UAS systems, with strong contributions from ground systems and sensor systems provided by Bird Aerosystems and Insight Sense.
Gross profit was $24.7 million for the three months ended March 31, 2026, compared to $12.7 million for the three months ended December 31, 2025, and $1.5 million for three months ended March 31, 2025. Gross profit as a percentage of revenues was 49% for the three months ended March 31, 2026, 42% for the three months ended December 31, 2025, and 35% for the three months ended March 31, 2025. The increase in gross profit results from increased revenue at OAS, a favorable product mix and the additional revenue covering fixed manufacturing costs as well as gross margin generated by companies acquired during the period. We expect gross profit to remain volatile on a quarter-to-quarter basis due to mix shifts across systems sales which can be lumpy at this early stage of OAS’ systems adoption and market penetration.
Operating expenses increased to $67.3 million for the three months ended March 31, 2026, as compared to $36.0 million in the three months ended December 31, 2025, and $11.8 million in three months ended March 31, 2025. The increases were primarily due to the added operating expenses of acquired companies, an increase in personnel costs and purchased services at OAS and Ondas Inc., as the Company continues to build out management infrastructure to support expected business expansion in the coming years, amortization of intangibles expense associated with the acquisitions, and legal and due diligence expenses relating to the acquisition activity.
Operating loss increased to $42.7 million for the three months ended March 31, 2026, as compared to $23.3 million for the three months ended December 31, 2025, and $10.3 million for the three months ended March 31, 2025. The increase from both periods was the result of the changes described above.
| 1 | The Company deconsolidated Ondas Networks effective January 16, 2026 and no longer includes the assets, liabilities, and results of operations of Ondas Networks in its consolidated financial statements subsequent to that date. |
4
Other income, net was $404.2 million for the three months ended March 31, 2026, compared to $77.5 million of other expense, net for the three months ended December 31, 2025 and $3.8 million other expense, net for the three months ended March 31, 2025.
Other income, net included a non-cash gain of $389.5 million relating to warrants issued in connection with the October 2025 equity raise and January 2026 equity raise that have been classified as a liability and are measured at fair value using a Black-Scholes valuation model as of March 31, 2026. The valuation of this liability is subject to material changes from period to period without having any impact on the business of the company or the underlying economics of the warrants.
Other income, net, also includes a one-time non-cash gain of $51.5 million relating to the deconsolidation of Ondas Networks due to the capital restructuring of this company in January 2026 and $12.1 million from interest and dividends partially offset by a non-cash charge of $46.2 adjusting a virtual interest entity to fair value.
Net income was $361.2 million for the three months ended March 31, 2026 which included the non-cash items described above, as compared to a net loss of $101.0 million for the three months ended December 31, 2025, and a net loss of $15.3 million for the three months ended March 31, 2025.
Adjusted EBITDA loss was $10.9 million for the three months ended March 31, 2026, versus an adjusted EBITDA loss of $7.5 million for the three months ended March 31, 2025. Cash operating expenses were $36.9 million and $9.0 million for the three-month period ended March 31, 2026 and 2025, respectively. A reconciliation of adjusted EBITDA and cash operating expense, non-GAAP measures, is provided in the attached financial tables.
Operational and Financial Outlook
The Company expects continued strong momentum in 2026 and is raising its revenue target for the full year to at least $390 million, which represents a 670% increase from 2025 results. Growth is expected to be broad based across Ondas’ product portfolio and is supported by $457 million in backlog. Ondas’ strategic growth program remains active, and the Company expects to execute additional acquisitions in 2026 which would result in additional revenue.
The Company expects adjusted EBITDA losses to remain elevated in 2Q 2026 though this is expected to represent the likely peak in adjusted EBITDA losses with improvement throughout the year driven by increased revenues and gross profits and operational scale via leveraging of the Ondas operating platform across its broad platform. The elevated losses in the first half of 2026 represent a front-loading of expenses ahead of the significant revenue ramp expected in H2 2026 and beyond. The Company views these expenses as running in front of revenue, necessary to support growth, and as prudent and limited in scope in relation to the significant opportunity ahead.
While the Company achieved adjusted EBITDA profitability at the Product Company level in the first quarter of 2026, Ondas still expects that could fluctuate over the short term. The Company is pulling forward its expectation for OAS adjusted EBITDA profitability, now expecting to achieve that result by 1Q 2027 versus the prior expectation of 3Q 2027. Ondas maintains its expectation for company-wide adjusted EBITDA profitability by Q1 2028.
5
Earnings Conference Call & Audio Webcast Details
Date: Thursday, May 14, 2026
Time: 8:30 a.m. Eastern Time
Toll-free dial-in number: 844-883-3907
International dial-in number: 412-317-5798
Call participant pre-registration link: here
The Company encourages listeners to pre-register, which allows callers to gain immediate access and bypass the live operator. Please note that you can register at any time during the call. For those who choose not to pre-register, please call the conference telephone number 10-15 minutes prior to the start time, at which time an operator will register your name and organization.
The conference call will also be broadcast live and available for replay here and via the investor relations section of the Company's website at ir.ondas.com. A replay will be accessible from the investor relations website after completion of the event.
About Ondas Inc.
Ondas Inc. (Nasdaq: ONDS) is a leading provider of autonomous systems, robotics, and mission-critical technologies for defense, homeland security, public safety, critical infrastructure, and industrial markets. The Company develops and deploys integrated unmanned and autonomous platforms across air, ground, and stratospheric environments, including autonomous drone systems, counter-UAS technologies, robotic ground systems, advanced unmanned aircraft and propulsion solutions, demining and engineering systems, and integrated sensing and communications technologies designed to support intelligence, surveillance, reconnaissance, security, and operational missions in complex environments. Ondas’ solutions are deployed globally by government, defense, and commercial customers to protect infrastructure, borders, transportation networks, personnel, and strategic assets.
Forward-Looking Statements
Statements made in this release 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.
Contacts
IR Contact for Ondas Inc.
888-657-2377
ir@ondas.com
Media Contact for Ondas Inc.
Escalate PR
ondas@escalatepr.com
Preston Grimes
Marketing Manager, Ondas Inc.
preston.grimes@ondas.com
6
ONDAS INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(dollars in thousands, except par value)
| March 31, 2026 | December 31, 2025 | |||||||
| (Unaudited) | ||||||||
| ASSETS | ||||||||
| Current Assets: | ||||||||
| Cash and cash equivalents | $ | 1,026,003 | $ | 550,744 | ||||
| Restricted cash | 11,081 | 43,615 | ||||||
| Short-term investments | 447,842 | 21,750 | ||||||
| Accounts receivable, net | 45,295 | 22,356 | ||||||
| Inventory, net | 34,286 | 21,963 | ||||||
| Other current assets | 64,689 | 25,473 | ||||||
| Total current assets | 1,629,196 | 685,901 | ||||||
| Property and equipment, net | 11,508 | 10,217 | ||||||
| Goodwill | 389,720 | 251,809 | ||||||
| Intangible assets, net | 312,514 | 136,890 | ||||||
| Long-term equity investments | 42,340 | 35,587 | ||||||
| Investment in unconsolidated affiliates | 29,289 | - | ||||||
| Other assets | 32,685 | 12,437 | ||||||
| Total assets | $ | 2,447,252 | $ | 1,132,841 | ||||
| LIABILITIES, TEMPORARY EQUITY AND STOCKHOLDERS’ EQUITY | ||||||||
| Current Liabilities: | ||||||||
| Accounts payable | $ | 16,697 | $ | 13,873 | ||||
| Accrued expenses and other current liabilities | 70,731 | 33,970 | ||||||
| Accrued purchase and contingent consideration | 39,621 | 75,000 | ||||||
| Notes payable, related party | - | 1,500 | ||||||
| Notes payable | 243 | 704 | ||||||
| Convertible note payable, related party | - | 3,500 | ||||||
| Convertible note payable | 528 | 2,950 | ||||||
| Deferred revenue | 19,627 | 8,029 | ||||||
| Government grant liability | 1,870 | 2,295 | ||||||
| Total current liabilities | 149,317 | 141,821 | ||||||
| Notes payable, net of current portion | 188 | - | ||||||
| Accrued purchase and contingent consideration, net of current portion | 88,481 | - | ||||||
| Convertible notes payable, net of current portion | 3,410 | 3,834 | ||||||
| Government grant liability, net of current portion | 1,586 | 1,362 | ||||||
| Warrant liability | 1,058,990 | 489,434 | ||||||
| Deferred tax liability | 56,174 | 14,531 | ||||||
| Other long-term liabilities | 8,791 | 10,244 | ||||||
| Total liabilities | 1,366,937 | 661,226 | ||||||
| Commitments and Contingencies | ||||||||
| Temporary Equity | ||||||||
| Redeemable noncontrolling interests | 2,454 | 29,796 | ||||||
| Stockholders’ Equity | ||||||||
| Preferred stock – par value $0.0001; 5,000,000 shares authorized at March 31, 2026 and December 31, 2025, and none issued or outstanding at March 31, 2026 and December 31, 2025 | - | - | ||||||
| Series A Preferred stock – par value $0.0001; 5,000,000 shares authorized at March 31, 2026 and December 31, 2025, and none issued or outstanding at March 31, 2026 and December 31, 2025 | - | - | ||||||
| Common stock – par value $0.0001; 800,000,000 shares authorized at March 31, 2026 and December 31, 2025; 469,062,109 and 380,763,481 issued and outstanding at March 31, 2026 and December 31, 2025, respectively | 46 | 38 | ||||||
| Additional paid in capital | 1,079,757 | 805,828 | ||||||
| Accumulated other comprehensive income (loss) | (361 | ) | 329 | |||||
| Accumulated deficit | (5,438 | ) | (368,387 | ) | ||||
| Total Ondas Inc. stockholders’ equity | 1,074,004 | 437,808 | ||||||
| Noncontrolling interest | 3,857 | 4,011 | ||||||
| Total stockholders’ equity | 1,077,861 | 441,819 | ||||||
| Total liabilities, temporary equity, and stockholders’ equity | $ | 2,447,252 | $ | 1,132,841 | ||||
7
ONDAS INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share amounts)
(Unaudited)
| Three Months Ended, | ||||||||
| March 31, 2026 | March 31, 2025 | |||||||
| Revenues, net | $ | 50,122 | $ | 4,248 | ||||
| Cost of goods sold | 25,464 | 2,760 | ||||||
| Gross profit | 24,658 | 1,488 | ||||||
| Operating expenses: | ||||||||
| General and administrative | 43,316 | 5,909 | ||||||
| Sales and marketing | 10,494 | 2,430 | ||||||
| Research and development | 13,519 | 3,459 | ||||||
| Total operating expenses | 67,329 | 11,798 | ||||||
| Operating loss | (42,671 | ) | (10,310 | ) | ||||
| Other income (expense), net | ||||||||
| Other income (expense), net | 136 | (1 | ) | |||||
| Change in fair value of warrant liability | 389,548 | - | ||||||
| Gain on deconsolidation of subsidiary | 51,453 | - | ||||||
| Loss on acquisition of variable interest entity | (46,150 | ) | - | |||||
| Change in fair value of government grant liability | (104 | ) | (124 | ) | ||||
| Interest and dividend income | 12,136 | 201 | ||||||
| Unrealized loss on investments | (2,617 | ) | - | |||||
| Interest expense | (338 | ) | (3,868 | ) | ||||
| Foreign exchange gain (loss), net | 102 | (34 | ) | |||||
| Total other income (expense), net | 404,166 | (3,826 | ) | |||||
| Income (loss) before provision for income taxes | 361,495 | (14,136 | ) | |||||
| Provision for income taxes | 245 | - | ||||||
| Net income (loss) | 361,250 | (14,136 | ) | |||||
8
ONDAS INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(dollars in thousands)
(Unaudited)
| Three Months Ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Net income (loss) | $ | 361,250 | $ | (14,136 | ) | |||
| Other comprehensive income: | ||||||||
| Foreign currency translation | (300 | ) | - | |||||
| Available-for-sale investments: | ||||||||
| Unrealized gain (loss), net | (383 | ) | - | |||||
| Comprehensive income (loss) | $ | 360,567 | $ | (14,136 | ) | |||
| Comprehensive income (loss) attributable to: | ||||||||
| Comprehensive loss attributable to noncontrolling interests | (1,698 | ) | - | |||||
| Foreign currency translation adjustments attributable to noncontrolling interests | 8 | - | ||||||
| Noncontrolling interests | (1,690 | ) | - | |||||
| Comprehensive income (loss) attributable to Ondas Inc. stockholders | $ | 362,257 | $ | (14,136 | ) | |||
9
Non-GAAP Measures
As required by the rules of the Securities and Exchange Commission (“SEC”), we provide a reconciliation of our non-GAAP financial measures to the most directly comparable GAAP measures. These reconciliations are set forth in the tables below.
We believe that adjusted earnings before interest, taxes, depreciation, and amortization (“Adjusted EBITDA”) is a useful supplemental measure for evaluating our operating performance and period to period trends because it eliminates the impact of items that primarily reflect our capital structure, tax position, non-cash accounting charges, acquisition-related transaction costs, and other items that management does not consider indicative of ongoing operating performance. Adjusted EBITDA should be considered in addition to, and not as a substitute for, net income (loss) and other measures prepared in accordance with GAAP. Adjusted EBITDA removes the effects of interest and financing-related items, depreciation and amortization, income taxes, stock-based compensation, acquisition-related expenses, and other non-operating gains and losses. Management believes that excluding these items enhances comparability across periods and facilitates analysis of underlying operating trends. Other companies may calculate similarly titled non-GAAP measures differently, and therefore our Adjusted EBITDA may not be comparable to measures used by other companies.
Cash Operating Expense is a non-GAAP financial measure that represents total operating expenses excluding depreciation, amortization of intangible assets, acquisition-related expenses, and stock-based compensation. The most directly comparable GAAP measure to Cash Operating Expense is total operating expenses. Management believes Cash Operating Expense provides useful supplemental information by isolating recurring, cash-based operating costs and facilitating meaningful period-to-period comparisons. Management uses this measure for internal cost management, budgeting, and liquidity planning, and to evaluate operating trends exclusive of non-cash accounting charges. Cash Operating Expense should be considered in addition to, and not as a substitute for, total operating expenses prepared in accordance with GAAP.
Management uses Adjusted EBITDA and Cash Operating Expense, together with GAAP results, in making operating and planning decisions and in evaluating the Company’s ongoing performance.
| Three months ended March 31, | ||||||||
| (dollars in thousands) | 2026 | 2025 | ||||||
| Reconciliation of Adjusted EBITDA | ||||||||
| Net income (loss) | $ | 361,250 | $ | (14,136 | ) | |||
| Depreciation | 669 | 181 | ||||||
| Amortization of intangible assets | 5,622 | 1,062 | ||||||
| Acquisition-related expenses (1) | 5,844 | - | ||||||
| Stock-based compensation | 19,658 | 1,573 | ||||||
| Provision for income taxes | 245 | - | ||||||
| Other (income) expense, net (2) | (404,166 | ) | 3,826 | |||||
| Adjusted EBITDA | $ | (10,878 | ) | $ | (7,494 | ) | ||
| (1) | Acquisition-related expenses include legal, accounting, and other due diligence costs incurred in connection with completed or pending acquisitions. |
| (2) | Other (income) expense, net includes interest and dividend income, unrealized gain and losses on investments, interest expense, foreign exchange gain and loss, the change in the fair value of government grant liabilities and warrant liability, and other income (expense), net included on the Company’s unaudited Condensed Consolidated Statements of Operations. |
| Three months ended March 31, | ||||||||
| (dollars in thousands) | 2026 | 2025 | ||||||
| Reconciliation of Cash Operating Expenses | ||||||||
| Total operating expenses | $ | 67,329 | $ | 11,798 | ||||
| Depreciation (1) | (473 | ) | (180 | ) | ||||
| Amortization of intangible assets | (5,622 | ) | (1,062 | ) | ||||
| Acquisition-related expenses (2) | (5,844 | ) | - | |||||
| Stock-based compensation (1) | (18,497 | ) | (1,572 | ) | ||||
| Cash Operating Expenses | $ | 36,893 | $ | 8,984 | ||||
| (1) | Excludes depreciation and stock-based compensation amounts included in Costs of goods sold on the Company’s unaudited Condensed Consolidated Statements of Operations. |
| (2) | Acquisition-related expenses include legal, accounting, and other due diligence costs incurred in connection with completed or pending acquisitions. |
10
Exhibit 99.2
First Quarter 2026 E A R N I N G S R E L E A S E NASDAQ: ONDS | May 14, 2026 Copyright 2026. All rights reserved.
NASDAQ: ONDS This presentation may contain "forward - looking statements" as that term is defined under the Private Securities Litigation Reform Act of 1995 (PSLRA), which statements may be identified by words such as "expects," "projects," "will," "may," "anticipates," "believes," "should," "intends," "estimates," and other words of similar meaning . Ondas Inc . (“Ondas” or the “Company”) cautions readers that forward - looking statements are predictions based on its 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 . The Company’s 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” in the Company’s most recent Annual Report on Form 10 - K filed with the U . S . Securities and Exchange Commission (“SEC”), in the Company’s Quarterly Reports on Form 10 - Q filed with the SEC, and in the Company’s other filings with the SEC . The Company undertakes 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 . This presentation also contains estimates and other information concerning our industry that are based on industry publications, surveys and forecasts . This information involves a number of assumptions and limitations, and we have not independently verified the accuracy or completeness of the information . Information in this presentation is not an offer to sell securities or the solicitation of an offer to buy securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction . 2 Disclaimers
SPACE STRATOSPHERE AIR SURFACE | LAND • Building World Class Systems of Systems Portfolio • Unlocking Growth Synergies Across Newly Acquired Companies • Expanding Global Market Opportunities • Validating the Financial Model • Broadening Institutional Support Our Plan is Working TARGETED OUTCOMES Ondas continues to execute its CORE + STRATEGIC growth plan NASDAQ: ONDS • Developing integrated solutions to serve global doctrinal spending shift • Scalable, global operating platform to support long - term, sustainable growth • Operating leverage to drive high returns on capital • Balance sheet provides competitive strength NASDAQ: ONDS 3 3
NASDAQ: ONDS Agenda • Introduction • Financial Review • Operational Update • Multi - domain ISR Roadmap • Outlook & Closing Remarks • Q&A 4
NASDAQ: ONDS Leadership Team Eric Brock Founder, Chairman & CEO Entrepreneur and investor with 30+ years experience. Driving the vision and strategic direction for our global growth program. Neil Laird CFO & Treasurer Senior finance leader with 25+ years in technology / public - company operations. Leading our financial operations. Meir Kliner President, OAS Entrepreneur with over 20 years of proven track record in aerospace development and manufacturing. Oshri Lugassy CO - CEO, OAS Defense and technology leader with decades of experience in autonomous systems, global business development, and military command. Ryan Hartman President & CEO, World View 5 Aerospace and defense executive with 25+ years experience; multi - domain ISR across high - altitude platforms, UAVs, and AI analytics.
NASDAQ: ONDS +25% Upside Versus Prior Targets +1,000% YoY Growth 50.1M Q1 2026 Revenue $457M (1) Backlog Drives Visibility $1.4B Cash & ST Investments $390M Raise 2026 Revenue Target Delivering Tangible Results Sustaining momentum on important financial KPIs Achieved Adjusted EBITDA Profitability at Product Company - Level 6 Months Ahead of Forecast (1) Backlog includes World View and Mistral 6
NASDAQ: ONDS Expanding Global Footprint Ondas operates globally with active deployments across key international markets • Expanding global footprint with active deployments across more than 45 countries. • Over 1,000 employees supporting operations, engineering, manufacturing, and customer programs worldwide. • Growing international presence with 15 offices across key strategic regions. • Active operations spanning Defense, Homeland Security, Critical Infrastructure, and Public Safety markets. 45 Countries with Active Deployments 1,004 Employees Worldwide 15 Offices Offices West Palm Beach, FL Baltimore, MD Petah Tikva, Israel Dubai, UAE Sunnyvale, CA Tallin, Estonia New York, NY Tucson, AZ Melbourne, Australia Customers Dubai Israel USA Germany Singapore Canada U.K. Netherlands Italy Sweden Greece And More… Partners USA Germany Dubai Australia Ukraine And More… 7
NASDAQ: ONDS Scaling Global Go - To - Market Accelerating US Expansion Co - Developing a Multi - domain ISR Platform and Strategic Roadmap Opening EU & NATO Markets Maturing our global operating platform to support much higher levels of revenue 8
NASDAQ: ONDS 9 C - UAS Counter - UAS Air Defense Sensors & Effectors UGV Multi - Mission Unmanned Ground Robotic Platforms ISR Intelligence, Surveillance & Reconnaissance Systems LMS Unmanned One - Way Attack Loitering Munition Systems Multiple Systems. Across Unmanned Verticals Portfolio addresses 4 major defense technology market segments New integrated Systems of Systems solutions will be introduced over the course of 2026 9 9
NASDAQ: ONDS 10 IRON - WAVE: Frontline Autonomous Operations Multi - layered robotic solution for maneuvering forces • Multi - layered autonomous sensing, robotics, and effects. • Mobile, rapidly deployable frontline mission systems. • AI - driven Command & Control and autonomous response. • Integrated kinetic and non - kinetic protection architectures. Unified Ondas technologies operating as wholistic solution
NASDAQ: ONDS 11 FINANCIAL REVIEW F i r s t Q u a r t e r 2 0 2 6 E a r n i n g s R e l e a s e NASDAQ: ONDS | May, 14 2026
NASDAQ: ONDS 12 (1) Acquisition - related expenses include legal, accounting, and other due diligence costs incurred in connection with completed or pending acquisitions. (2) Other (income) expense, net includes interest and dividend income, unrealized gain and losses on investments, interest expense, foreign exchange gain and loss, the change in the fair value of government grant liabilities and warrant liability, and other income (expense), net included on the Company's unaudited Conde nsed Consolidated Statements of Operations. (3) See the “Non - GAAP Financial Measures” section in the Appendix. Income Statement Q1 2026 (USD in 000s) Key Financial Insights: • Revenue grew > 10x YoY, driven by core growth and strategic acquisition program. • Gross margin increased to 49.2% Q1 2026 versus 35.0% in prior year driven by higher sales absorbing fixed costs and a favorable mix. • Cash OPEX growth driven by newly acquired businesses and increased investment in leadership and growth infrastructure. • Adjusted EBITDA loss widened by $3.4 million YoY given growing expense structure to support expected growth in business. • Net gain for Q1 2026 includes a $389.5 million non - cash gain related to accounting for the October 2025 and January 2026 warrants. Three Months Ended March 31, SELECT P&L DATA 2025 2026 (Unaudited) $ 4,248 $ 50,122 Revenues, net 2,760 25,464 Cost of goods sold 1,488 24,658 Gross profit 11,798 67,329 Total operating expenses (10,310) (42,671) Operating Loss (3,826) 404,166 Total other income (expense), net - 245 Provision for income taxes $ (14,136) $ 361,250 Net income (loss) SUPPLEMENTAL INFO: 181 669 Depreciation expense 1,062 5,622 Amortization of intangible assets - 5,844 Acquisition related expenses (1) 1,573 19,658 Stock - based compensation - 245 Provision for income taxes 3,826 (404,166) Other (income) expense, net (2) 6,642 (372,128) Total $ 8,984 $ 36,893 Cash Operating Expenses (3) $ (7,494) $ (10,878) Adjusted EBITDA (3)
NASDAQ: ONDS Cash Flow Statement 13 Q1 2026 (USD in 000s) Key Financial Insights: • Operating cash burn includes $47 million increase in working capital to support growth initiatives. • $474.2 million in cash used in investing was primarily the result of $429.1 million in purchase of short - term liquid investments (net of redemptions) and $31.8 million used for acquisitions. • Cash provided by financing includes: $959.1 million net proceeds raised in January equity offering. Three Months Ended March 31, SELECT CASH FLOW DATA 2025 2026 (Unaudited) $ (6,659) $ (51,298) Net cash used in operating activities (195) (474,167) Net cash used in investing activities 2,265 968,465 Net cash provided by financing activities $ (4,589) $ 443,000 Increase (Decrease) in cash, cash equivalents, and restricted cash
NASDAQ: ONDS Balance Sheet Q1 2026 (USD in 000s) Key Financial Insights: • Cash and short - term investments > $1.4 billion. • Cash balance increase reflects $959 million in net proceeds raised in January 2026. • Total Assets includes $40.6 million in equity investments in non - affiliated private companies • Total liabilities includes $ 1 . 1 billion for a warrant liability related to the October 2025 and January 2026 equity financings . New Banking Partner Erebor Dec. 31, 2025 March 31, 2026 SELECT BALANCE SHEET DATA (Unaudited) ASSETS $ 616,109 $ 1,484,926 Cash, cash equivalents, restricted cash, and short - term investments $ 1,132,841 $ 2,447,252 Total assets LIABILITIES, TEMPORARY EQUITY, AND STOCKHOLDERS' DEFICIT $ 2,204 $ 431 Other debt $ 10,284 $ 3,938 Convertible notes $ 12,488 $ 4,369 Total debt $ 661,226 $ 1,366,937 Total liabilities $ 29,796 $ 2,454 Redeemable noncontrolling interests $ 441,819 $ 1,077,861 Total stockholders' equity $ 1,132,841 $ 2,447,252 Total liabilities and stockholders' equity 14
NASDAQ: ONDS Analysis of Cash OPEX (1) Q1 2026 (USD in 000s) Key Financial Insights: • Corporate level Cash OPEX high due to: • Corporate development • Ondas Capital • Ecosystem engagement • OAS Cash OPEX reflects OAS leadership build out and product company OPEX Growth OPEX is discretionary; expect significant operating leverage over the next 12 – 24 months Significant OPEX investments intended to advance Ondas’ operating platform scaling and support significant growth in coming years (1) Non - GAAP figures; represent management estimates 15 [Finance, Accounting, Governance] $3,695 Ondas Inc. [CorpDev, Ondas Capital, Partner Initiatives] 9,571 Growth OPEX 13,266 Corporate Level OPEX [OAS leadership / Operating Infrastructure] 5,251 Ondas Autonomous Systems [Commercial Operations] 18,376 Product Companies 23,627 OAS Level OPEX $36,893 Total Cash OPEX
NASDAQ: ONDS OPERATIONAL UPDATE 16 NASDAQ: ONDS | May, 14 2026 F i r s t Q u a r t e r 2 0 2 6 E a r n i n g s R e l e a s e
NASDAQ: ONDS Scaling the Global Marketing Infrastructure Building presence with offices, agents, and partners in over 45 countries. • Expanding localized sales and marketing infrastructure • Building scalable supply chain and production capabilities • Growing field service and sustainment operations • Strengthening government affairs and market access • Accelerating global deployment and customer support • Integrating acquisitions into a unified platform INTEGRATING ACQUISITIONS INTO A UNIFIED GO - TO - MARKET PLATFORM 17
NASDAQ: ONDS +260% Q1 REVENUE YoY +25.8M Q1 PURCHASE ORDERS +36M YTD PURCHASE ORDERS (1) Exceeds 2025 revenue Ondas’ operating platform supports growth acceleration Ondas Operating Platform Delivers Acquired companies seeing acceleration; the “growth double dip” (1) Sentrycs YTD orders through April 1, 2026. 18
NASDAQ: ONDS Backlog Expansion = Growth Visibility Driven by demand across key technology segments in strategic regions H I G H L I G H T E D O R D E R S TECHNOLOGY Technology - Driven Growth S T R A T E G I C R E G I O N S EXPANSION Accelerating Global Expansion USA LMS · ISR · CUAS Middle East CUAS · ISR · UGV · LMS Other LMS · Anti Missile AERIAL SECURITY FIFA · Airports · Anti Missile ISR Military Bases · Public Safety · Stratospheric UGV Smart Demining · Eng. Vehicles · Multi - Robotic LMS Border Drones · LUS & LASSO Program BACKLOG BY PLATFORM ($M) 82 116 30 229 AERIAL SECURITY ISR UGV LMS BACKLOG BY REGION ($M) 292 75 90 US & Canada Middle East Europe & Asia $457M $457M 19
NASDAQ: ONDS HIGHLIGHTED PROGRAMS Program wins $1.6B+ Programs Won Key Programs Captured Ondas demonstrating ability to capture large programs POTENTIAL TECH PROGRAMS $80M UGV – Smart Demining Border Security Barrier $140M UGV – Engineering Vehicles Military Vehicles $982M LMS – Lethal Unmanned System US LUS $100M LMS – Autonomous Drone Swarms Infrastructure Border Protection $300M LMS – Long - range Autonomous Strike Platform NATO Eastern Flank 20
NASDAQ: ONDS Two - Year Strategic Program Pipeline Pipeline of programs under current pursuit T E N D E R P U R S U I T $4.3B > 45 program submissions globally $1,782M UNITED STATES $2,053M EUROPE $360M ISRAEL $230M OTHERS 21
NASDAQ: ONDS SCALING THE MULTI - DOMAIN VISION 22 NASDAQ: ONDS | May, 14 2026 F i r s t Q u a r t e r 2 0 2 6 E a r n i n g s R e l e a s e
NASDAQ: ONDS Stratosphere is Open for Business Global demand for stratospheric ISR is rapidly expanding, acting as the force multiplier of integrated, multi - domain intelligence Recent mission successes leading to marked influx of active RFPs and pending contract awards. 23
NASDAQ: ONDS Transforming Global ISR Traditional ISR: Platform Autonomy • Fragmented ISR operations • Data locked to the platform • Data format challenges • Inefficient, manual workflow management • Domain - limited and not scalable • Focus on collection over insight Next - Gen Multi - Domain ISR: Mission Autonomy • Unified, multi - domain TCPED operations • Data lives in software, runs across every platform • Single Pane of Glass – Common operating picture • Adaptive agentic AI + edge inference • Hyper - efficient and scalable across domains and platforms • Focus on speed to decisions PLATFORM PLATFORM PLATFORM PLATFORM CAOC SKYWEAVER ADAPTIVE AGENTIC AI PLATFORM PLATFORM GCS PLATFORM GCS GCS CAOC 24
25 Agentic AI for Multi - Domain Intelligence Low - Earth Orbi t (LEO) Satell ites STRATOSPHERE SURFACE | LAND AIR SPACE STRATOLLITES® Fixed - Wing UAVs Multi - Rotor UAVs Unmanned Ground Vehicles (UGVs) NASDAQ: ONDS MISSION LAYER SkyWeaver OPERATIONS LAYER Warp Speed GROUP 4 UAS Customers benefit from synchronized Tasking, Collecting, Processing, Exploitation, and Dissemination (TCPED) of real - time insights on a cohesive, singular platform GROUP 2 & 3 UAS 25 5 4 3 2 1 ADAPT ACT PLAN REASON PERCEIVE Our Agentic Model Principles Commercial Implications: • Outcomes + software pricing model • SkyWeaver scales with the portfolio • SkyWeaver creates switching costs
26 Palantir Partnership Palantir Development Workstreams Foundry – Company Operating System Warp Speed – Supply Chain Optimization AI Flight Director – Flight Path Planning SkyWeaver – AI Edge Inference/Insights Engine NASDAQ: ONDS Engaged at senior - most levels on scaled, multi - domain ISR Partner Support Workstreams • Full Suite of AIP Applications • Joint Customer and Program Capture • Strategic and M&A Roadmap Collaboration Joint Commitment to Multi - Domain ISR Roadmap
NASDAQ: ONDS 27 OUTLOOK F i r s t Q u a r t e r 2 0 2 6 E a r n i n g s R e l e a s e NASDAQ: ONDS | May, 14 2026
NASDAQ: ONDS 28 Strategic Growth Program Repeatable M&A capability is a competitive strength • Corporate development program accelerates execution against strategic vision, supports long - term upside • Integration and scale increasingly an area of focus and value creation • Focused on driving economic value creation ; believe evidence will continue to validate the strategic program is accretive to shareholder value • Strategic pipeline in the U.S. is growing • Increasing opportunity for larger, high impact acquisitions around multi - domain ISR • High impact strategic partnerships also advancing M&A Pipeline +25 Advanced Activity +8 Potential Revenue from M&A in Pipeline (2026) ~ $500M
NASDAQ: ONDS 29 Putting Our Cash to Work Having a large liquidity provides significant advantages; financial model leverage Our Plans for the Cash • Scale Ondas’ operating platform o Invest in infrastructure to support much higher revenue levels • Execute the strategic growth program o Targeted M&A in systems, ISR and software layers • Maintain Flexibility o Preserve flexibility to act opportunistically POSSIBLE DEPLOYMENT FRAMEWORK (1) • Over $4.2 billion in M&A capacity • $1.0 billion – $1.8 billion in potential incremental revenue • Operating leverage accelerates path to scaled profitability targets Balance Sheet – Strategic Asset • Supports customer confidence • Valued by employees / recruiting tool • Drives partner/ ecosystem prioritization • Offers priority access to M&A • Provides execution credibility (1) Management estimates; assumes a 2:1 cash to equity ratio; revenue target assumes a 2.5 – 4.0x 2027 revenue multiple Building the scaled, high performing solutions provider required by customers and partners
NASDAQ: ONDS 30 Updated 2026 Revenue Target At Least $390 Million Updated Outlook Continue to demonstrate upside to our financial model Adjusted EBITDA + Timeline: • Q3 2026 Product Companies • Q3 2027 OAS Q1 2027 • Q1 2028 Ondas Inc. Updated Outlook Details: • Leverage $457 million adjusted backlog; expect continued growth in backlog through 2026 • Continued to expect higher losses in 1H:26 on EBITDA basis as we invest in the growth platform • See potential upside to EBITDA + timeline targets Target Revenue by Segment 38% 28% 19% 15% Aerial Security LMS UGV ISR
NASDAQ: ONDS 31 Q&A NASDAQ: ONDS | May, 14 2026 F i r s t Q u a r t e r 2 0 2 6 E a r n i n g s R e l e a s e
NASDAQ: ONDS 32 Appendix 1Q 2026 & 1Q 2025 (USD in 000s) (1) Acquisition - related expenses include legal, accounting, and other due diligence costs incurred in connection with completed or pending acquisitions. (2) Other (income) expense, net includes interest and dividend income, unrealized gain and losses on investments, interest expense, foreign exchange gain and loss, the change in the fair value of government grant liabilities and warrant liability, and other income (expense), net included on the Company's unaudited Condensed Consolidated Statements of Operations. (3) See the “Non - GAAP Financial Measures” section below. (4) Excludes depreciation and stock - based compensation amounts included in Costs of goods sold on the Company's unaudited Condensed Consolidated Statements of Operations. Three Months Ended March 31, ADJUSTED EBITDA RECONCILIATION 2025 2026 (Unaudited) $ (14,136) $ 361,250 Net Income (Loss) 181 669 Depreciation 1,062 5,622 Amortization of intangible assets - 5,844 Acquisition related expenses (1) 1,573 19,658 Stock - based compensation - 245 Provision for income taxes 3,826 (404,166) Other (income) expense, net (2) $ (7,494) $ (10,878) Adjusted EBITDA (non - GAAP) (3) Three Months Ended March 31, Cash Operating Expense Reconciliation 2025 2026 (Unaudited) $ 11,798 $ 67,329 Total operating expenses (180) (473) Depreciation (4) (1,062) (5,622) Amortization of intangible assets - (5,844) Acquisition related expenses (1) (1,572) (18,497) Stock - based compensation (4) $ 8,984 $ 36,893 Total Cash Operating Expenses (non - GAAP) (3)
NASDAQ: ONDS 33 As required by the rules of the Securities and Exchange Commission (“SEC”), we provide a reconciliation of our non - GAAP financial measures to the most directly comparable GAAP measures . These reconciliations are set forth in the tables below . We believe that adjusted earnings before interest, taxes, depreciation, and amortization (“Adjusted EBITDA”) is a useful supplemental measure for evaluating our operating performance and period to period trends because it eliminates the impact of items that primarily reflect our capital structure, tax position, noncash accounting charges, acquisition - related transaction costs, and other items that management does not consider indicative of ongoing operating performance . Adjusted EBITDA should be considered in addition to, and not as a substitute for, net income (loss) and other measures prepared in accordance with GAAP . Adjusted EBITDA removes the effects of interest and financing - related items, depreciation and amortization, income taxes, stock - based compensation, acquisition - related expenses, and other non - operating gains and losses . Management believes that excluding these items enhances comparability across periods and facilitates analysis of underlying operating trends . Cash Operating Expense is a non - GAAP financial measure that represents total operating expenses excluding depreciation, amortization of intangible assets, acquisition related expenses, and stock - based compensation . The most directly comparable GAAP measure to Cash Operating Expense is total operating expenses . Management believes Cash Operating Expense provides useful supplemental information by isolating recurring, cash - based operating costs and facilitating meaningful period - to - period comparisons . Management uses this measure for internal cost management, budgeting, and liquidity planning, and to evaluate operating trends exclusive of noncash accounting charges . Other companies may calculate similarly titled non - GAAP measures differently, and therefore our Adjusted EBITDA and Cash Operating Expense may not be comparable to measures used by other companies . Management uses Adjusted EBITDA and Cash Operating Expense, together with GAAP results, in making operating and planning decisions and in evaluating the Company’s ongoing performance . Non - GAAP Financial Measures
See you at: SOF Week, Tampa, week of May 18 th Eurosatory, Paris, week of June 15 th THANK YOU ir@ondas.com NASDAQ: ONDS | May 14, 2026 Copyright 2026. All rights reserved.