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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)
February 11, 2026
Ondas 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.) |
222 Lakeview Avenue, Suite 800, West Palm
Beach, Florida 33401
(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 8.01 Other Events.
On February 11, 2026, the Compensation Committee of the Board of Directors of Ondas Inc. (the “Company”) approved an equity
award to Eric Brock, the Company’s Chairman and Chief Executive Officer, in recognition of his exceptional performance, long-term
commitment, and sustained leadership of the Company.
Equity Award Overview
The equity award consists of Restricted Stock Units (RSUs) representing ~ 3.0% of the Company’s currently outstanding shares of
common stock, equivalent to 13.5 million shares.
The equity award will vest over a three-year period pursuant to the following schedule:
| DATE | |
VESTING
SCHEDULE | |
| June 1, 2026 | |
| 4,500,000 | |
| March 10, 2027 | |
| 1,800,000 | |
| June 1, 2027 | |
| 1,800,000 | |
| March 10, 2028 | |
| 1,800,000 | |
| June 1, 2028 | |
| 1,800,000 | |
| March 10, 2029 | |
| 1,800,000 | |
Vesting is subject to Mr. Brock’s continued service to the Company through each applicable vesting date and customary conditions
set forth in the definitive equity award agreement and the Ondas Inc. 2021 Incentive Stock Plan, as amended.
Rationale for Equity Award
In approving the equity award, the Compensation Committee noted
that since becoming Chief Executive Officer in 2018, Mr. Brock has not received any cash bonuses or equity awards, except a one-time
cash bonus of $50,000, and has maintained a comparatively low base salary throughout his tenure. The Compensation Committee
determined that the equity award appropriately recognizes both historical performance and the importance of leadership continuity as
the Company enters its next phase of growth.
The Board further cited Mr. Brock’s exceptional performance over
recent years, including:
| ● | Substantial growth in the Company’s market capitalization, which has increased from approximately $225 million to over $3.9
billion as of the grant date; |
| ● | Significant strengthening of the Company’s balance sheet over the past twelve months, reflecting a pro-forma cash position
of $1.5 billion as of December 31, 2025 (including the Company’s January 2026 offering), and providing enhanced financial flexibility
and long-term strategic capacity; |
| ● | The development and execution of the Company’s “core + strategic” growth plan, including the launch and execution
of accretive investment and acquisition program, which has expanded the Company’s technology portfolio, market presence, and long-term
growth opportunities; |
| ● | Positioning Ondas Autonomous Systems as a high-growth, global
leader in defense and security unmanned and autonomous systems with scale, capital, and integrated capabilities; and |
| ● | The successful engagement of investors and strategic partners, reflecting strong investor confidence in the Company’s strategy,
leadership, and execution capabilities. |
The Compensation Committee believes this equity award meaningfully aligns Mr. Brock’s long-term incentives with those of shareholders,
reinforces his continued focus on driving operating and financial performance, and supports the Company’s objective of sustaining
leadership continuity over the long-term.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
|
Description |
| 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: February 13, 2026 |
ONDAS INC. |
| |
|
| |
By: |
/s/ Neil Laird |
| |
|
Neil Laird |
| |
|
Chief Financial Officer |
