Ondas Inc. (NASDAQ: ONDS) lifts 2026 guidance after >13x Q2 revenue growth
Rhea-AI Filing Summary
Ondas Inc. reported record results for the quarter ended June 30, 2026, with revenue of $83.8 million, up from $50.1 million in Q1 2026 and $6.3 million a year earlier, reflecting approximately 67% sequential growth and more than a thirteen-fold year-over-year increase. Pro forma organic revenue grew 85% year over year, supported by strong demand for counter‑UAS and other autonomous defense solutions.
The company booked $175 million in new orders in Q2 and an additional $105 million early in Q3, expanding reported backlog to $613 million and pro forma backlog, including DZYNE and Cyberhawk, to $757 million as of June 30, 2026. Ondas held about $1.4 billion in cash, cash equivalents, restricted cash and short‑term investments, and total assets of $3.0 billion.
Profitability remains pressured. GAAP gross margin was 43.1% (Adjusted Gross Margin 50.4%), while operating expenses rose to $199.1 million, driven by $69.1 million in stock‑based compensation, $18.6 million of amortization and a $19.2 million increase in contingent consideration. Ondas reported a net loss of $88.6 million attributable to stockholders and an Adjusted EBITDA loss of $50.6 million. Management raised full‑year 2026 revenue guidance to $525–$550 million and guided Q3 2026 revenue to $140–$155 million, while targeting Adjusted EBITDA breakeven at the operating platform level by Q4 2026 and company‑wide by Q4 2027.
Positive
- Revenue surged to $83.8 million in Q2 2026, a 67% sequential increase and more than a thirteen‑fold rise from Q2 2025, indicating very rapid top‑line expansion.
- Pro forma backlog reached $757 million as of June 30, 2026, more than eleven times the $68 million level at year‑end 2025, providing substantial future revenue visibility.
- Ondas held about $1.4 billion in cash, equivalents, restricted cash and short‑term investments, giving the company significant financial flexibility to fund growth and acquisitions.
- Management raised 2026 revenue guidance to $525–$550 million, more than a ten‑fold increase over 2025 revenue, and guided Q3 2026 revenue to $140–$155 million.
- Adjusted Gross Margin of 50.4% in Q2 2026, up from 49.2% in Q1 2026, shows strong underlying product and services profitability despite rapid scaling.
- The company reports an $11+ billion two‑year strategic program pipeline and has captured over $240 million of orders on a $982 million Lethal Unmanned Strike IDIQ with the U.S. Army.
Negative
- Ondas recorded a net loss attributable to stockholders of $88.6 million in Q2 2026, widening from a $12.0 million loss a year earlier despite the sharp revenue increase.
- Adjusted EBITDA loss expanded to $50.6 million in Q2 2026 from a $5.8 million loss in Q2 2025 and $10.9 million in Q1 2026, reflecting heavy investment and higher operating costs.
- Total operating expenses climbed to $199.1 million in Q2 2026 from $67.3 million in Q1 2026 and $12.6 million in Q2 2025, including $69.1 million of stock‑based compensation and $19.2 million of contingent consideration expense.
- Ondas carries a large warrant liability of $1.04 billion, up from $489.4 million at year‑end 2025, contributing to significant volatility in reported other income and net results.
- Adjusted Cash Operating Expense rose to $93.2 million in Q2 2026 from $9.4 million a year earlier, indicating substantial ongoing cash requirements to support the expanded platform.
Filing Explained
As of June 30, 2026, Ondas reported 529,838,610 common shares outstanding, up from 380,763,481 at December 31, 2025, reducing existing holders’ percentage ownership absent offsets.
This Form 8-K is a material-results disclosure under Item 2.02. Its furnished release reports second-quarter results and records the DZYNE and Cyberhawk acquisitions as completed on
The June 30 balance sheet reports
Under the supplied dilution definition, a larger share base reduces an existing holder’s percentage ownership absent offsetting changes; the filing establishes the share-count change but does not identify its specific cause in that balance-sheet line.
The company also reports using approximately
8-K Event Classification
Key Figures
Key Terms
Adjusted EBITDA financial
Adjusted Cash Operating Expense financial
backlog financial
warrant liability financial
contingent consideration financial
IDIQ financial
Earnings Snapshot
Ondas raised full-year 2026 revenue guidance to $525–$550 million, expects Q3 2026 revenue of $140–$155 million, and targets Adjusted EBITDA profitability at the operating platform level by Q4 2026 and company-wide by Q4 2027.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
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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
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Securities registered pursuant to Section 12(b) of the Act:
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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 check mark 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 2.02 Results of Operations and Financial Condition.
On August 13, 2026, Ondas Inc. (the “Company”), issued a press release announcing its financial and operating results for the second quarter ended June 30, 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 second quarter ended June 30, 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. |
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Description |
99.1 |
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Press Release, dated August 13, 2026 |
99.2 |
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Presentation, dated August 13, 2026 |
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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.
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ONDAS INC. |
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Date: |
August 13, 2026 |
By: |
/s/ Eric Brock |
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Eric A. Brock |
Exhibit 99.1
Ondas Posts Record Q2 2026 Revenue of $83.8 Million on Strong Bookings and Backlog Growth; Raises Full-Year Outlook
Core + Strategic growth program expands Ondas' technology and customer-solutions portfolio, broadens its customer base, and accelerates the maturation and scale of its operating platform
Record Q2 2026 revenue of $83.8 million marks 67% QoQ increase and 13-fold YoY revenue growth; On a pro forma, same-portfolio basis, Q2 2026 YoY revenue increased 85%
$175 million in new orders were captured during Q2 2026, demonstrating the strength and momentum of the core platform; $105 million in additional orders have been captured to date during Q3 2026
Reported backlog of approximately $613 million as of June 30, 2026; Pro forma backlog of $757 million as of June 30, 2026, including the DZYNE and Cyberhawk acquisitions, both of which closed in Q3 2026
Increased full-year 2026 revenue target to $525 - $550 million; Pulls forward Adjusted EBITDA profitability timelines
$1.4 billion in cash, cash equivalents, restricted cash and short-term investments as of June 30, 2026
Conference call scheduled for today, August 13th at 8:30 a.m. ET
WEST PALM BEACH, FL / August 13, 2026 / (NASDAQ: ONDS) (“Ondas” or the “Company”), a leading provider of advanced autonomous systems and next-generation defense and security technologies and services, reported record financial and operating results for the second quarter of 2026. Ondas generated revenue of $83.8 million in the second quarter of 2026, compared with $50.1 million in the first quarter of 2026 and $6.3 million in the second quarter of 2025. The results represent approximately 67% sequential revenue growth and more than a thirteen-fold year-over-year increase.
The second-quarter performance reflects strong organic execution across Ondas’ core business under the Core + Strategic growth program launched over the past 12 months. The Company secured approximately $175 million in new orders during the second quarter. Strong order capture increased Ondas’ backlog to approximately $613 million as of June 30, 2026, up from $457 million pro-forma at the end of the first quarter and $68 million at year-end 2025. Including DZYNE Technologies and Cyberhawk, which closed in the third quarter of 2026, pro forma backlog was approximately $757 million. The acquired businesses expand Ondas’ technology and customer-solutions portfolio, customer base and operating platform, and begin contributing to growth and operating leverage in the second half of 2026.
“Our team at Ondas is performing at a high level, as evidenced by our record second-quarter results, headlined by strong revenue growth and continued bookings momentum across our business,” said Eric Brock, Chairman and CEO of Ondas. “We expect to sustain this momentum and deliver another significant revenue ramp during the second half of 2026, increasing our full-year 2026 revenue target to a range of $525 million to $550 million.”
“The strength of our Core + Strategic Growth plan is increasingly becoming evident, and I am particularly pleased with the recent addition of new businesses, headlined by DZYNE Technologies and Cyberhawk, which have closed during Q3. DZYNE meaningfully broadens our solutions portfolio globally, highlighted by the ULTRA and IonStrike platforms, while also accelerating the maturation of our U.S. operating platform and deepening our relevance with the U.S. Department of War. Meanwhile, Cyberhawk’s excellence in delivering aerial solutions supporting critical-infrastructure inspection and intelligence further advances our dual-use technology, services and AI capabilities. Collectively, these two new companies bring Ondas exceptional relationships with important customers such as the U.S. Air Force, U.S. Army, PG&E and Shell, among many others, while expanding our operating footprint, increasing our addressable market and offering significant operating leverage across both revenue growth and operating expenses.”
“Our balance sheet and capital position remain strong and continue to provide significant competitive advantages. This strength supports faster and larger commercial success by allowing for continued investments in our global operating platforms while reinforcing customer confidence. The balance sheet strength is also translating into more attractive strategic acquisition opportunities. We will continue to leverage the growing strength of our operating and financial platforms to deliver on our commitments to investors.”
“We expect our momentum to continue to accelerate in the second half of 2026 as volume deliveries ramp on key programs, particularly across our counter-drone, multi-domain ISR and precision strike verticals. Indeed, the order book remains strong, and our pipeline continues to expand. We have a great deal of work ahead, but I remain optimistic that Ondas is on the right path to deliver for our customers, partners, employees and, of course, our investors,” Brock concluded.
Second Quarter 2026 and Recent Financial, Corporate, and Business Development Highlights
Financial
Corporate Activities
Business Development
Second Quarter 2026 Financial Results
Revenues increased 67% sequentially to $83.8 million for the three months ended June 30, 2026, compared to $50.1 million for the three months ended March 31, 2026, and a more than 13-fold increase from $6.3 million for the three months ended June 30, 2025. On a pro forma organic basis, revenue increased 85% year over year, assuming the businesses owned and operated during Q2 2026 were also owned and operated in Q2 2025. Growth at this rate reflects the benefits of platform scale, shared technology, expanded customer access, and operating leverage. The increase reflects strong performance across the Company’s portfolio, particularly C-UAS systems, where demand remains strong given the long-term need to protect the lower skies across civilian and military airspace.
Gross profit was $36.1 million for the three months ended June 30, 2026, as compared to $24.7 million for the three months ended March 31, 2026 and $3.3 million for the three months ended June 30, 2025. Gross margin was 43.1% for the three months ended June 30, 2026, as compared to 49.2% for the three months ended March 31, 2026 and 53.1% for the three months ended June 30, 2025. Gross profit was reduced during the quarter by the amortization of capitalized intellectual property. Adjusted Gross Profit and Adjusted Gross Margin was $42.3 million and 50.4%, respectively, for the three months ended June 30, 2026, as compared to Adjusted Gross Profit and Adjusted Gross Margin of $25.8 million and 51.5%, respectively, for the three months ended March 31, 2026. The increase in Adjusted Gross Profit reflects higher revenue, favorable product mix, greater absorption of fixed manufacturing costs, and the contribution of businesses acquired during the period. The Company expects gross margin to vary from quarter to quarter as system sales mix shifts, order timing remains uneven at this early stage of adoption, and the Company scales market penetration.
Operating expenses increased to $199.1 million for the three months ended June 30, 2026, compared with $67.3 million for the three months ended March 31, 2026 and $12.6 million for the three months ended June 30, 2025. The increase was primarily driven by $105.8 million of non-cash expenses during the quarter, mainly comprising $67.6 million of stock-based compensation, $19.2 million from the change in fair value of contingent consideration, and $14.0 million of amortization expense, together with $4.4 million of transaction-related expense. The stock-based compensation expense was particularly elevated due to the vesting of equity awards provided to key executives.
Adjusted Cash Operating Expense was $93.3 million compared to $36.9 million for the three months ended March 31, 2026 and $9.4 million for the three months ended June 30, 2025. The growth in cash operating expenses reflected the inclusion of newly acquired businesses along with continued investment in Ondas’ operating platform and infrastructure in support of our expected significant revenue acceleration in the second half of 2026. In particular, the Company saw growth in spending related to the WarpSpeed and Skyweaver initiatives and market development activities with Palantir, totaling $26.2 million. Continued investment in the Ondas operating platform, along with corporate development activities, also contributed to the growth in cash operating expenses.
Operating loss increased to $162.9 million for the three months ended June 30, 2026, compared to a $42.7 million loss for the three months ended March 31, 2026, and a $9.3 million loss in the three months ended June 30, 2025. The increase from both periods was the result of the changes described above and includes the aforementioned large non-cash expenses.
Total other income, net of $44.2 million for the three months ended June 30, 2026, compared to other income of $404.2 million for the three months ended March 31, 2026 and other expense of $1.5 million for the three months ended June 30, 2025. Other income included $29 million of interest and investment income during the second quarter, in addition to non-cash gains relating to warrants issued in connection with the October 2025 and January 2026 equity raises. Because these warrants are remeasured at fair value each reporting period, the resulting non-cash gains and losses can create significant volatility in reported earnings that are unrelated to the Company's core operating performance, cash flows, or the economic terms of the warrants.
Net loss was $89.7 million for the three months ended June 30, 2026, which included the non-cash items mentioned above, as compared to net income of $361.2 million for the three months ended March 31, 2026, and a net loss of $10.8 million for the three months ended June 30, 2025.
Adjusted EBITDA loss was $50.6 million for the three months ended June 30, 2026, as compared to a loss of $10.9 million for the three months ended March 31, 2026 and a loss of $5.8 million for the three months ended June 30, 2025. The higher sequential loss reflects the investments made in Ondas’ operating platform and corporate development activities to support the expected significant revenue expansion in the second half of 2026 and beyond.
A reconciliation of non-GAAP measures including Adjusted EBITDA, Adjusted Cash Operating Expense, Adjusted Gross Profit and Adjusted Gross Margin, 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 $525 – $550 million, which represents a greater than 10-fold increase from 2025 results. On a pro forma organic basis, the midpoint of this range would equate to greater than 30% year on year growth. This updated target includes revenue expected from Cyberhawk during the second half of 2026.
Growth is expected to be broad-based across Ondas’ product portfolio, supported by a strong pipeline and approximately $757 million in pro forma backlog. Beyond this broad-based demand, the second-half of 2026 ramp is also expected to be driven by specific customer orders and programs already in backlog: Ondas will begin volume shipments related to orders captured by Mistral under the $982 million Lethal Unmanned Strike (LUS) IDIQ award with the U.S. Army, while also delivering against growing demand for the new ULTRA and IonStrike platforms, which are expected to begin their adoption curve in 2026. Ondas also expects to begin volume deliveries in the fourth quarter for the $140 million combat engineering vehicles program announced earlier in the year. Revenue for the third quarter of 2026 is expected to be $140 – $155 million, representing 76% sequential growth at the midpoint, and greater than 30% organic growth on a year-over-year pro forma basis.
Ondas’ strategic growth program remains active, and the Company expects to execute additional acquisitions in 2026 which would result in further business expansion.
The elevated losses in the first half of 2026 represented a front-loading of expenses ahead of the significant revenue ramp expected in the second half of 2026 and beyond. The Company views these expenses as investments necessary to support long-term growth and market capture, and as prudent and limited in scope in relation to the significant opportunity ahead. The Company expects Adjusted EBITDA losses to decline sequentially in the third quarter of 2026 through higher operating leverage benefiting from strong growth in revenues and gross profits driven by strong demand tailwinds and the leveraging of the Ondas broadening operating platform.
The Company pulls forward expectations for Adjusted EBITDA profitability at the operating platform level, which includes OAS and Ondas Sentinel, by Q4 2026 and company-wide adjusted EBITDA profitability by Q4 2027.
Ondas held approximately $1.4 billion in cash, cash equivalents and short-term investments as of June 30, 2026. During the third quarter, the Company has utilized approximately $325 million of cash in connection with closing the acquisitions of DZYNE and Cyberhawk.
Earnings Conference Call & Audio Webcast Details
Date: Thursday, August 13, 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.
For additional information on Ondas Inc., visit www.ondas.com.
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
ONDAS INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(dollars in thousands, except par value)
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June 30, |
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December 31, |
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(Unaudited) |
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ASSETS |
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Current Assets: |
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Cash and cash equivalents |
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$ |
657,906 |
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$ |
550,744 |
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Restricted cash |
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8,472 |
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43,615 |
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Short-term investments |
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726,587 |
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21,750 |
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Accounts receivable, net |
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72,247 |
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22,356 |
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Inventory, net |
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52,034 |
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21,963 |
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Other current assets |
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88,326 |
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25,473 |
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Total current assets |
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1,605,572 |
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685,901 |
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Property and equipment, net |
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21,292 |
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10,217 |
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Goodwill |
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661,362 |
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251,809 |
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Intangible assets, net |
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583,268 |
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136,890 |
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Investment in unconsolidated affiliates |
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26,802 |
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- |
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Long-term equity investments |
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49,282 |
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35,587 |
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Other assets |
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45,919 |
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12,437 |
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Total assets |
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$ |
2,993,497 |
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$ |
1,132,841 |
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LIABILITIES, TEMPORARY EQUITY AND STOCKHOLDERS’ EQUITY |
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Current Liabilities: |
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Accounts payable |
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$ |
31,499 |
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$ |
13,873 |
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Accrued expenses and other current liabilities |
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83,449 |
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33,970 |
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Accrued purchase and contingent consideration |
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17,180 |
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75,000 |
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Notes payable, related party |
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- |
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1,500 |
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Notes payable |
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1,562 |
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|
704 |
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Convertible notes payable, related party |
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- |
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3,500 |
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Convertible notes payable |
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|
718 |
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2,950 |
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Government grant liability |
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1,841 |
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2,295 |
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Deferred revenue |
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26,834 |
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8,029 |
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Total current liabilities |
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163,083 |
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141,821 |
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Notes payable, net of current portion |
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194 |
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- |
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Accrued purchase and contingent consideration, net of current portion |
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116,896 |
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- |
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Convertible notes payable, net of current portion |
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|
3,934 |
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|
|
3,834 |
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Government grant liability, net of current portion |
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1,804 |
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1,362 |
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Warrant liability |
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1,043,740 |
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489,434 |
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Deferred tax liability |
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53,779 |
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14,531 |
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Other long-term liabilities |
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34,490 |
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10,244 |
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Total liabilities |
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1,417,920 |
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661,226 |
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Commitments and contingencies |
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Temporary Equity |
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Redeemable noncontrolling interests |
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- |
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29,796 |
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Stockholders’ Equity: |
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Preferred stock – par value $0.0001; 5,000,000 shares authorized at June 30, 2026 and December 31, 2025, and none issued or outstanding at June 30, 2026 and December 31, 2025 |
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- |
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- |
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Series A Convertible Preferred stock – par value $0.0001; 5,000,000 shares authorized at June 30, 2026 and December 31, 2025, and none issued or outstanding at June 30, 2026 and December 31, 2025 |
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- |
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- |
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Common stock – par value $0.0001; 1,200,000,000 shares authorized at June 30, 2026 and December 31, 2025, 529,838,610 and 380,763,481 issued and outstanding at June 30, 2026 and December 31, 2025, respectively |
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52 |
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|
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38 |
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Additional paid in capital |
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|
1,662,209 |
|
|
|
805,828 |
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Accumulated other comprehensive income |
|
|
1,414 |
|
|
|
329 |
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Accumulated deficit |
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(93,683 |
) |
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(368,387 |
) |
Total Ondas Inc. stockholders’ equity |
|
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1,569,992 |
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|
437,808 |
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Noncontrolling interest |
|
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5,585 |
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|
|
4,011 |
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Total stockholders’ equity |
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1,575,577 |
|
|
|
441,819 |
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Total liabilities, temporary equity, and stockholders’ equity |
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$ |
2,993,497 |
|
|
$ |
1,132,841 |
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ONDAS INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share amounts)
(Unaudited)
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Three Months Ended |
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Six Months Ended |
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2026 |
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2025 |
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2026 |
|
|
2025 |
|
||||
Revenues, net |
|
$ |
83,772 |
|
|
$ |
6,273 |
|
|
$ |
133,894 |
|
|
$ |
10,522 |
|
Cost of goods sold |
|
|
47,641 |
|
|
|
2,941 |
|
|
|
73,105 |
|
|
|
5,701 |
|
Gross profit |
|
|
36,131 |
|
|
|
3,332 |
|
|
|
60,789 |
|
|
|
4,821 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
General and administrative |
|
|
128,007 |
|
|
|
6,079 |
|
|
|
171,323 |
|
|
|
11,988 |
|
Sales and marketing |
|
|
20,883 |
|
|
|
2,266 |
|
|
|
31,377 |
|
|
|
4,696 |
|
Research and development |
|
|
30,953 |
|
|
|
4,237 |
|
|
|
44,472 |
|
|
|
7,696 |
|
Change in fair value of contingent consideration |
|
|
19,234 |
|
|
|
- |
|
|
|
19,234 |
|
|
|
- |
|
Total operating expenses |
|
|
199,077 |
|
|
|
12,582 |
|
|
|
266,406 |
|
|
|
24,380 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Operating loss |
|
|
(162,946 |
) |
|
|
(9,250 |
) |
|
|
(205,617 |
) |
|
|
(19,559 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other income (expense), net |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest expense |
|
|
(1,041 |
) |
|
|
(1,561 |
) |
|
|
(1,378 |
) |
|
|
(5,428 |
) |
Other income (expense), net |
|
|
45,238 |
|
|
|
60 |
|
|
|
449,743 |
|
|
|
102 |
|
Total other income (expense), net |
|
|
44,197 |
|
|
|
(1,501 |
) |
|
|
448,365 |
|
|
|
(5,326 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Income (loss) before provision for income taxes |
|
|
(118,749 |
) |
|
|
(10,751 |
) |
|
|
242,748 |
|
|
|
(24,885 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Provision for (benefit from) income taxes |
|
|
(29,053 |
) |
|
|
- |
|
|
|
(28,807 |
) |
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net income (loss) |
|
|
(89,696 |
) |
|
|
(10,751 |
) |
|
|
271,555 |
|
|
|
(24,885 |
) |
Less preferred dividends attributable to noncontrolling interest |
|
|
- |
|
|
|
390 |
|
|
|
- |
|
|
|
780 |
|
Less deemed dividends attributable to accretion of redemption value |
|
|
342 |
|
|
|
878 |
|
|
|
1,631 |
|
|
|
1,695 |
|
Net loss attributable to noncontrolling interests |
|
|
(1,451 |
) |
|
|
- |
|
|
|
(3,149 |
) |
|
|
- |
|
Net income (loss) attributable to Ondas Inc. stockholders |
|
$ |
(88,587 |
) |
|
$ |
(12,019 |
) |
|
$ |
273,073 |
|
|
$ |
(27,360 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net income (loss) per share – basic |
|
$ |
(0.18 |
) |
|
$ |
(0.08 |
) |
|
$ |
0.41 |
|
|
|
(0.21 |
) |
Net income (loss) per share – diluted |
|
$ |
(0.19 |
) |
|
$ |
(0.08 |
) |
|
$ |
0.38 |
|
|
|
(0.21 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Weighted average number of common shares outstanding, basic and diluted |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic |
|
|
500,709 |
|
|
|
150,653 |
|
|
|
473,053 |
|
|
|
127,955 |
|
Diluted |
|
|
503,593 |
|
|
|
150,653 |
|
|
|
491,308 |
|
|
|
127,955 |
|
ONDAS INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(dollars in thousands)
(Unaudited)
|
|
Three Months Ended |
|
|
Six Months Ended |
|
||||||||||
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Net income (loss) |
|
$ |
(89,696 |
) |
|
$ |
(10,751 |
) |
|
$ |
271,555 |
|
|
$ |
(24,885 |
) |
Other comprehensive income (loss): |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Foreign currency translation |
|
|
2,433 |
|
|
|
- |
|
|
|
2,134 |
|
|
|
- |
|
Available-for-sale investments: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Unrealized gain (loss), net |
|
|
(275 |
) |
|
|
- |
|
|
|
(657 |
) |
|
|
- |
|
Comprehensive income (loss) |
|
$ |
(87,538 |
) |
|
$ |
(10,751 |
) |
|
$ |
273,032 |
|
|
$ |
(24,885 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Comprehensive income (loss) attributable to: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Comprehensive loss attributable to noncontrolling interests |
|
$ |
(1,451 |
) |
|
$ |
- |
|
|
$ |
(3,149 |
) |
|
$ |
- |
|
Foreign currency translation adjustments attributable to noncontrolling interests |
|
|
383 |
|
|
|
- |
|
|
|
391 |
|
|
|
- |
|
Noncontrolling interests |
|
|
(1,068 |
) |
|
|
- |
|
|
|
(2,758 |
) |
|
|
- |
|
Comprehensive income (loss) attributable to Ondas Inc. stockholders |
|
$ |
(86,470 |
) |
|
$ |
(10,751 |
) |
|
$ |
275,790 |
|
|
$ |
(24,885 |
) |
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 and expense, acquisition-related expenses, change in fair value of contingent consideration and other acquisition related obligations, and other non-operating gains and losses. Management believes that excluding these items enhances comparability across periods and facilitates analysis of underlying operating trends.
Adjusted Cash Operating Expense is a non-GAAP financial measure that represents total operating expenses excluding depreciation, amortization of intangible assets, acquisition-related expenses, change in fair value of contingent consideration and other acquisition related obligations, and stock-based compensation and expense. The most directly comparable GAAP measure to Adjusted Cash Operating Expense is total operating expenses. Management believes Adjusted 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 to evaluate operating trends exclusive of non-cash accounting charges. Adjusted Cash Operating Expense should be considered in addition to, and not as a substitute for, total operating expenses prepared in accordance with GAAP.
Beginning in the period ended June 30, 2026, the Company revised its calculation of Adjusted EBITDA and Adjusted Cash Operating Expense to exclude changes in the fair value of contingent consideration and other acquisition related obligations. These amounts reflect periodic remeasurement adjustments required under U.S. GAAP and are primarily driven by changes in estimates and assumptions related to future earn-out payments. Management believes excluding these acquisition-related fair value adjustments improves period-to-period comparability and provides investors with additional insight into the Company's operating performance. This revision did not affect any previously reported Adjusted EBITDA or Adjusted Cash Operating Expense amounts because no gains or losses related to changes in the fair value of contingent consideration were recognized in the prior periods presented. In connection with this change, the Company renamed 'Cash Operating Expense' to 'Adjusted Cash Operating Expense'. The revised caption is intended to more clearly communicate the measure as a management-defined non-GAAP performance measure that excludes specified cash and noncash expenses and does not represent all operating expenses requiring cash settlement.
Also beginning in the period ended June 30, 2026, the Company introduced Adjusted Gross Profit and Adjusted Gross Margin. Adjusted Gross Profit is a non-GAAP financial measure that represents gross profit excluding amortization of acquisition-related intangible assets and stock-based compensation and expense included in cost of goods sold. Adjusted Gross Margin is a non-GAAP financial measure that represents Adjusted Gross Profit as a percentage of revenue. The most directly comparable GAAP measures to Adjusted Gross Profit and Adjusted Gross Margin are gross profit and gross margin (gross profit as a percentage of revenue), respectively. Management believes these measures provide investors with additional insight into the underlying profitability of the Company's products and services, operating performance and period-to-period trends. Comparative prior-period amounts have been presented on a consistent basis.
Management uses Adjusted EBITDA, Adjusted Cash Operating Expense, Adjusted Gross Profit, and Adjusted Gross Margin together with GAAP results, in making operating and planning decisions and in evaluating the Company's ongoing performance. Other companies may calculate similarly titled non-GAAP measures differently, and therefore our non-GAAP measures may not be comparable to measures used by other companies.
|
|
Three months ended |
|
|
For the six months |
|
||||||||||
(dollars in thousands) |
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Net income (loss) |
|
$ |
(89,696 |
) |
|
$ |
(10,751 |
) |
|
$ |
271,555 |
|
|
$ |
(24,885 |
) |
Depreciation |
|
|
934 |
|
|
|
189 |
|
|
|
1,603 |
|
|
|
370 |
|
Amortization of intangible assets |
|
|
18,641 |
|
|
|
1,055 |
|
|
|
24,263 |
|
|
|
2,117 |
|
Acquisition-related expenses (1) |
|
|
4,414 |
|
|
|
- |
|
|
|
10,258 |
|
|
|
- |
|
Stock-based compensation and expense |
|
|
69,094 |
|
|
|
2,179 |
|
|
|
88,753 |
|
|
|
3,751 |
|
Change in fair value of contingent consideration |
|
|
19,234 |
|
|
|
- |
|
|
|
19,234 |
|
|
|
- |
|
Provision for (benefit from) income taxes |
|
|
(29,053 |
) |
|
|
- |
|
|
|
(28,807 |
) |
|
|
- |
|
Other (income) expense, net (2) |
|
|
(44,197 |
) |
|
|
1,501 |
|
|
|
(448,365 |
) |
|
|
5,326 |
|
Adjusted EBITDA |
|
$ |
(50,629 |
) |
|
$ |
(5,827 |
) |
|
$ |
(61,506 |
) |
|
$ |
(13,321 |
) |
(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. |
|
|
For the three months |
|
|
For the six months |
|
||||||||||
(dollars in thousands) |
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Total operating expenses |
|
$ |
199,077 |
|
|
$ |
12,582 |
|
|
$ |
266,406 |
|
|
$ |
24,380 |
|
Depreciation |
|
|
(571 |
) |
|
|
(189 |
) |
|
|
(1,043 |
) |
|
|
(370 |
) |
Amortization of intangible assets |
|
|
(13,963 |
) |
|
|
(1,055 |
) |
|
|
(19,585 |
) |
|
|
(2,117 |
) |
Acquisition-related expenses (1) |
|
|
(4,414 |
) |
|
|
- |
|
|
|
(10,258 |
) |
|
|
- |
|
Change in fair value of contingent consideration |
|
|
(19,234 |
) |
|
|
- |
|
|
|
(19,234 |
) |
|
|
- |
|
Stock-based compensation and expense |
|
|
(67,651 |
) |
|
|
(1,986 |
) |
|
|
(86,148 |
) |
|
|
(3,424 |
) |
Adjusted Cash Operating Expenses |
|
$ |
93,244 |
|
|
$ |
9,352 |
|
|
$ |
130,138 |
|
|
$ |
18,469 |
|
(1) |
Acquisition-related expenses include legal, accounting, and other due diligence costs incurred in connection with completed or pending acquisitions. |
|
|
For the three months |
|
|
For the six months |
|
||||||||||
(dollars in thousands) |
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Revenue |
|
$ |
83,772 |
|
|
$ |
6,273 |
|
|
$ |
133,894 |
|
|
$ |
10,522 |
|
Cost of goods sold |
|
|
47,641 |
|
|
|
2,941 |
|
|
|
73,105 |
|
|
|
5,701 |
|
Gross profit (GAAP) |
|
$ |
36,131 |
|
|
$ |
3,332 |
|
|
$ |
60,789 |
|
|
$ |
4,821 |
|
Amortization of acquisition-related intangible assets |
|
|
4,678 |
|
|
|
- |
|
|
|
4,678 |
|
|
|
- |
|
Stock-based compensation and expense |
|
|
1,443 |
|
|
|
193 |
|
|
|
2,604 |
|
|
|
327 |
|
Adjusted Gross Profit (Non-GAAP) |
|
$ |
42,252 |
|
|
$ |
3,525 |
|
|
$ |
68,071 |
|
|
$ |
5,148 |
|
Gross margin (GAAP) |
|
|
43.1 |
% |
|
|
53.1 |
% |
|
|
45.4 |
% |
|
|
45.8 |
% |
Adjusted Gross Margin (Non-GAAP) |
|
|
50.4 |
% |
|
|
56.2 |
% |
|
|
50.8 |
% |
|
|
48.9 |
% |
|
|
|
|
|
|
For the three months ended March 31 |
|
|||||
(dollars in thousands) |
|
|
|
|
|
2026 |
|
|
2025 |
|
||
Revenue |
|
|
|
|
|
|
50,122 |
|
|
|
4,248 |
|
Cost of goods sold |
|
|
|
|
|
|
25,464 |
|
|
|
2,760 |
|
Gross profit (GAAP) |
|
|
|
|
|
$ |
24,658 |
|
|
$ |
1,488 |
|
Amortization of acquisition-related intangible assets |
|
|
|
|
|
|
- |
|
|
|
- |
|
Stock-based compensation and expense |
|
|
|
|
|
|
1,161 |
|
|
|
134 |
|
Adjusted Gross Profit (Non-GAAP) |
|
|
|
|
|
$ |
25,819 |
|
|
$ |
1,622 |
|
Gross margin (GAAP) |
|
|
|
|
|
|
49.2 |
% |
|
|
35.0 |
% |
Adjusted Gross Margin (Non-GAAP) |
|
|
|
|
|
|
51.5 |
% |
|
|
38.2 |
% |
Second Quarter 2026 EARNINGS RELEASE NASDAQ: ONDS | August 13, 2026 Copyright 2026. All rights reserved.
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. This presentation includes Non-GAAP financial measures. Please see the "Non-GAAP Financial Measures" section. 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. Disclaimers
Speakers 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 CEO, Ondas Sentinel Aerospace and defense executive with 25+ years experience; multi-domain ISR across high-altitude platforms, UAVs, and AI analytics.
Agenda Introduction Financial Review Growth & Operational Update Outlook & Closing Remarks Q&A
Integrated Platform. Delivering Scale Building a system of systems leveraging our full technology portfolio across four high-growth market segments TECHNOLOGY INTEGRATION Unified global sales & marketing platform across 60+ countries MARKET PENETRATION Core assets and strategic acquisitions integrated into one growth platform OPERATIONAL INTEGRATION Shared capabilities across the operational platform ISR & Persistent Intelligence Precision Strike Aerial Security Autonomous Ground Systems AI Software ONE ONDAS 5
Executing Our Strategy. Delivering Results Growth plan continues with strong results Pro forma including backlog of DZYNE and Cyberhawk as of June 30, 2026 As of June 30, 2026 Investment of $29M in corporate infrastructure in Q2 2026 to support continued accelerated growth. $83.8M Q2 2026 Revenue $757M(1) Backlog $525M - $550M Raise 2026 Revenue Target $1.4B(2) Cash & ST Investments $11B+ Pipeline for the next 2 years >13x YoY Growth $105M New Orders Q3-to-date >11x Growth from Q4 2025 6
Revenue Growth Accelerating Revenue growth accelerated throughout 2025 and into the first half of 2026 Q1-25 Q2-25 Q3-25 Q4-25 Q1-26 Q2-26 QUARTERLY REVENUE 2025-2026 ($M) 0 25 50 75 100 $83.8 $50.1 $30.1 $10.1 $6.2 $4.2
Strong Organic Growth Driven by our expanded global sales, marketing and delivery platform (1) Pro forma assuming all companies were owned for the entire period. 85% Revenue growth (Pro forma(1)) Q2 2025 to Q2 2026 33% Organic sequential backlog growth (Q1 2026 to Q2 2026) Organic Growth Highlights Revenue growth Q2 2025 to Q2 2026 (Pro forma(1)) 8 298% Sentrycs 112% Airobotics 258% 4M $34.2M Rotron – Orders captured in Q2 vs $25m in 2026E Revenue
OPERATIONAL LAYER PROVIDES P&L LEVERAGE ON PATH TO PROFITABILITY Integrated. Delivering Synergies Integrating strategic acquisitions and core assets into one growth platform Supply Chain & Production Field Support & Services Sales & Marketing Government Affairs Finance & Corporate Infrastructure OPERATIONAL PLATFORM Shared capabilities designed to accelerate commercialization and scale ONDAS INC. Capital allocation · Strategy · brand · Investor engagement SPECIALIZED TECHNOLOGY COMPANIES SHARED CAPABILITIES ACROSS THE PLATFORM FOUR HIGH-GROWTH MARKET SEGMENTS Aerial Security ISR & Persistent Intelligence Precision Strike Autonomous Ground Systems AI Software MARKET PENETRATION TECHNOLOGY INTEGRATION OPERATIONAL INTEGRATION
Continue to Strengthen Leadership Adding key talent to advance go-to-market and operational platform scale David Barnea President & Chairman, Ondas Defense Ltd. Former Director of Israel’s Mossad (2021–2026), with nearly three decades of intelligence and national security experience. At Ondas, he leads global expansion, defense relationships, and integration of the AI-enabled, multi-domain autonomous systems platform.
Our Plan is Working Focused on executing Core+ Strategic growth program Underlying momentum to continue in 2H 2026 Revenue driven by major acceleration in backlog conversion Continue to drive organic growth and leverage investments in our scalable operating platform EXPECT STRONG 2H 2026 MAJOR 2H 2026 GROWTH DRIVERS Continued strength in CUAS platforms Broad portfolio adoption led by CoRF IonStrike commercial adoption begins Precision strike programs see growth inflection Delivery begins on $240 million of orders on LUS IDIQ with US Army Project Brakestop advancements Adoption ramps with ISR platforms ULTRA programs launch Stratollite maritime domain awareness IndoEarth begins delivery on combat machinery program in Q4 11 FOCUSED ON DEMONSTRATING STRENGTH OF OUR FINANCIAL MODEL
NASDAQ: ONDS | August 13, 2026 FINANCIAL REVIEW Second Quarter 2026 Earnings Release
See the “Non-GAAP Financial Measures” section in the Appendix. Income Statement Q2 2026 (USD in 000s) SELECT P&L DATA Three Months Ended June 30, (Unaudited) 2026 2025 Revenues, net $ 83,772 $ 6,273 Cost of goods sold 47,641 2,941 Gross profit 36,131 3,332 Total operating expenses 199,077 12,582 Operating Loss (162,946) (9,250) Total other income (expense), net 44,197 (1,501) Provision for (benefit from) income taxes (29,053) - Net income (loss) $ (89,696) $ (10,751) Non-GAAP measures (1) Depreciation expense 934 189 Amortization of intangible assets 18,641 1,055 Acquisition related expenses 4,414 - Stock-based compensation 69,094 2,179 Change in fair value of contingent consideration 19,234 - Provision for (benefit from) income taxes (29,053) - Other (income) expense, net (44,197) 1,501 Adjusted EBITDA $ (50,629) $ (5,827) Other non-GAAP measures (1) Adjusted Cash Operating Expenses $ 93,244 $ 9,352 Adjusted Gross Profit $ 42,252 $ 3,525 Adjusted Gross Margin 50.4% 56.2% Key Financial Insights: Revenue grew > 13 fold YoY, driven by core growth and strategic acquisition program. Adjusted Gross Margin of 50.4% remained strong given sales mix and higher sales absorbing fixed costs. The increase Adjusted Cash Operating Expense was driven mainly by the addition of newly acquired companies and ~ $20 million sequential increase for growth OPEX in support of expected significant revenue ramp. Adjusted EBITDA loss widened to $51 million driven by higher costs to support future growth. Net loss for Q2 2026 includes a $15 million non-cash gain related to accounting for the October 2025 and January 2026 warrants. 13
Balance Sheet Q2 2026 (USD in 000s) SELECT BALANCE SHEET DATA June 30, 2026 Dec. 31, 2025 (Unaudited) ASSETS Cash, cash equivalents, restricted cash, and short-term investments $ 1,392,965 $ 616,109 Total assets $ 2,993,497 $ 1,132,841 LIABILITIES, TEMPORARY EQUITY, AND STOCKHOLDERS' DEFICIT Other debt $ 1,756 $ 2,204 Convertible notes $ 4,652 $ 10,284 Total debt $ 6,408 $ 12,488 Total liabilities $ 1,417,920 $ 661,226 Redeemable noncontrolling interests $ - $ 29,796 Total stockholders' equity $ 1,575,577 $ 441,819 Total liabilities and stockholders' equity $ 2,993,497 $ 1,132,841 Key Financial Insights: Cash, cash equivalents and short-term investments ~ $1.4 billion. Total Assets includes ~$70 million in equity investments in non-affiliated private and public companies Total liabilities includes $1.0 billion for a warrant liability related to the October 2025 and January 2026 equity financings. 14
Analysis of Cash OPEX(1) Q2 2026 (USD in 000s) (1) See the "Non-GAAP Financial Measures" section below. Represents management estimates. Ondas Inc. $4,288 [Finance, Accounting, Governance] Growth OPEX 29,353 [CorpDev, Ondas Capital, Partner Initiatives] Corporate Level OPEX 33,641 Growth OPEX 6,049 [OAS leadership / Operating Infrastructure] Product Companies 53,554 [Commercial Operations] Operating Platform OPEX 59,603 Adjusted Cash OPEX $93,244 Key Financial Insights: Corporate level Cash OPEX high due to growth investments for: Corporate development Ondas Capital Ecosystem engagement Operating platform development Expect corporate level growth OPEX to grow more slowly in coming quarters Operating platform OPEX reflects OAS leadership build out and product company OPEX Growth OPEX is discretionary; expect significant operating leverage over the next 12+ months 15 Significant OPEX investments intended to advance Ondas’ operating platform scaling and support significant growth in coming years
Second Quarter 2026 Earnings Release GROWTH & OPERATIONAL UPDATE NASDAQ: ONDS | August 13, 2026
Continue to Strengthen Leadership Adding key talent to advance go-to-market and operational platform scale General Charles Flynn, U.S. Army (ret.) Ondas Advisory Board Retired four-star Army general (39 years of service), most recently Commanding General of U.S. Army-Pacific. Former Pentagon Deputy Chief of Staff (G-3/5/7) and now a senior advisor at Palantir Technologies. At Ondas he advises on our multi-domain ISR and autonomous systems roadmap and global expansion strategy.
Market Segments Integrated solutions across every market segment ISR & Persistent Intelligence Multi-layer surveillance From the stratosphere to the tactical edge — persistent, autonomous sensing. Precision Strike Launched effects Affordable, autonomous effects aligned with Replicator and affordable mass. Aerial Security C-UAS & Anti Missile Detect, identify and defeat across the full counter-drone kill chain. Autonomous Ground Systems Ground robotics & logistics Uncrewed ground vehicles and contested-logistics platforms. AI Software Unified Command Core 18
Serving Large, Critical Markets Representative customers U.S. AIR FORCE U.S. ARMY USSOCOM HOMELAND SECURITY NASA JAPAN SELF-DEFENSE FORCES ROYAL THAI ARMY AUSTRALIAN DEFENCE FORCES U.S. NAVY PG&E SOCAL EDISON SHELL OIL CHEVRON NATIONAL GRID RELIANCE ISRAEL DEFENSE FORCES MAFAT (DDR&D) DUBAI POLICE
Two-Year Strategic Program Pipeline Pipeline of programs under current pursuit $11B+ Global program submissions UNITED STATES >$2.8B EUROPE >$4.1B MIDDLE EAST >$0.4B APAC/OTHER >$3.8B
HIGHLIGHTED PROGRAMS Key Programs Captured Ondas demonstrating ability to capture large programs PROGRAMS TECH POTENTIAL Border Security Barrier UGV – Smart Demining $80M Military Vehicles UGV – Engineering Vehicles $140M US LUS LMS – Lethal Unmanned System $982M Border Protection LMS – Autonomous UAV Swarms Infrastructure $100M NATO Eastern Flank LMS – Long-range Autonomous Strike Platform $300M Maritime Domain Awareness ISR – Stratospheric Overwatch / ISR $50M Long Range Grasshopper UAS – Contested Logistics Delivery $30M Expect strategically important orders for new programs in 2H 2026: Platforms ISR-T Kinetic CUAS Stratosphere ISR Ground Vehicles Customers US Combatant Commands NATO militaries Israeli Defense Forces
Key Contract Awards Since Beginning of Q2 Strengthening order cadence is leveraging our sales and commercial infrastructure $50M _____________ Award Program Border Demining Program _____________ Market Segment Autonomous Ground Systems April 2026 $68M ______________ Received PO Military Program _____________ Market Segment Autonomous Ground Systems April 2026 $40M ______________ Received PO Border Demining Program CUAS ISR _____________ Market Segment Precision Strike ISR & Persistent Intelligence Aerial Security April – May 2026 $51.7M ______________ Received PO Stratospheric ISR Support LM Platform *UK Precision Strike, Counter UAS for Australia DOD _____________ Market Segment ISR & Persistent Intelligence Precision Strike Aerial Security June – July 2026 $63.1M ______________ Received PO Border Security Counter UAS _____________ Market Segment ISR & Persistent Intelligence Aerial Security July 2026 $52.9M ______________ Received PO LUS Program _____________ Market Segment Precision Strike July 2026
Backlog Expansion – $757M A diversified order backlog across geographies and market segments BACKLOG BY MARKET SEGMENT ($M) BACKLOG BY REGION ($M) $757M $757M
Scaling Global Operating Infrastructure Building presence with offices, agents, and partners in over 60 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
Expanding Global Presence A growing global footprint supporting customers, operations and innovation worldwide 60 Operating Countries 1,700 Employees 25 Locations ONE ONDAS 25
Building the Infrastructure to Scale Building presence with offices, agents, and partners in over 60 countries. Manufacturing Space 10K → 230K Sq.ft +23x Q2 2025 Q2 2026 Global Sales Team 10 → 171 Representatives +17x Q2 2025 Q2 2026 Offices & Sites 5 → 60 Locations +12x Q2 2025 Q2 2026 3rd Party Distributors 10+ → 60+ Partners +6x Q2 2025 Q2 2026 AI ENABLED OPERATIONS Palantir Foundry Enterprise Transformation Live at 4 of 5 U.S. sites Deployed across global operations 8 enterprise workstreams 24 active operational use cases ~20% expected improvement in G&A productivity Additional gains across manufacturing, supply chain, and flight operations Selected External Partners:
Implementing Palantir Foundry at Record Speed Accelerates M&A integration and on-going world-class business performance PALANTIR FOUNDRY IS OUR FORCE MULTIPLIER. BUILDING THE MOST ADVANCED, EFFICIENT & SCALABLE DEFENSE TECHNOLOGY COMPANY. 27 FASTER MERGER INTEGRATION Close deals. Realize value. SMARTER PROCESSES Automated. Standardized. Scalable. BETTER DECISIONS Real-time data. Unified operations. STRONGER PERFORMANCE Lower cost. Higher speed. Sustainable growth. POWERING WORLD-CLASS BUSINESS SPEED TYPICAL BUSINESS PROCESSES ONDAS WITH PALANTIR FOUNDRY M&A Document Resource Management Tool Speeds up our process 3+ MONTHS → DAYS Post-Merger Integration Tools (Agents for ERP, inventory management, supply chain) 12-24 MONTHS → 3-6 MONTHS Operational Tools (Finance, Business Development & CRM). 12-24 MONTHS → 4-5 MONTHS
Multi-Domain Systems of Systems Software-enabled platform integration drives customer solutions IronWave Forward deployed, aerial & ground ISR and force projection Portable, containerized command center integrating UAVs and UGVs Deployed with field squadrons — robust communications and counter-drone capabilities A compelling “Bots before Boots” system SKYWEAVER Development activities progress on plan SkyWeaver demonstration flight on August 5th Successfully flew AI on the edge aboard a Stratollite Demonstrated ontology in the stratosphere Critical operational path and scaling plan Validated communications, telemetry and mission workflow Demonstrated readiness for operational integration Further testing and preparation underway for operational integration across Ondas Sentinel and broader Ondas fleet. Ondas and Palantir are shortening development cycles for critical command and control Sawtooth + Sentrycs CoRF Multi-layer detect, multi-layer defeat C-UAS platform Layered detection via passive RF and EO-IRS sensor fusion Cyber takeover (CoRF), RF jamming, and kinetic/ hard kill options Unified C2 orchestrates sensing to defeat chain Integrated platform has greater efficacy and lower cost of ownership Operational New Development 28
OUTLOOK Second Quarter 2026 Earnings Release NASDAQ: ONDS | August 13, 2026
Executing the Next Chapter of Ondas' Growth Four management priorities guiding our next phase of scale, innovation and value creation Commercial Scale Pipeline Conversion Global Reach Recurring Programs Operations Shared Platform Capabilities Global Manufacturing Scale Operational Execution Corporate Development Portfolio Expansion via M&A Technology Partnerships (incl. Palantir) Global Market Expansion AI & Innovation Agentic AI Autonomy Multi-Domain Solutions
Updated Outlook Continue to demonstrate upside to our financial model Target Revenue by Segment Updated Outlook Details: Expand and pull through backlog, order pipeline Begin deliveries on major programs/ product deployments Expect to narrow losses in 2H:26 on EBITDA basis as we continue invest in the growth platform Pulling forward EBITDA + timeline targets Q3 2026 Revenue Target $140 - 155 Million Updated 2026 Revenue Target $525 - 550 Million Adjusted EBITDA + Timeline: Q1 2027 Q4 2026 Operating Platform Q1 2028 Q4 2027 Ondas Inc.
Positioned to Win A differentiated platform with the assets, technology and execution capabilities to create long-term value Large and expanding defense markets. Diversified portfolio across four strategic segments. Growing backlog and commercial momentum. Global customer base and strategic partnerships. Integrated technology platform. Clear path to profitable, scalable growth. BUILDING THE GLOBAL LEADER IN AUTONOMOUS DEFENSE AND SECURITY TECHNOLOGIES
Q&A Second Quarter 2026 Earnings Release NASDAQ: ONDS | August 13, 2026
Appendix Q2 2026 & 2025 (USD in 000s) Acquisition-related expenses include legal, accounting, and other due diligence costs incurred in connection with completed or pending acquisitions. 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. See the “Non-GAAP Financial Measures” section below. Adjusted EBITDA Reconciliation Three Months Ended June 30, (Unaudited) 2026 2025 Net Income (Loss) $ (89,696) $ (10,751) Depreciation 934 189 Amortization of intangible assets 18,641 1,055 Acquisition related expenses(1) 4,414 - Stock-based compensation 69,094 2,179 Change in fair value of contingent consideration 19,234 - Provision for income taxes (29,053) - Other (income) expense, net(2) (44,197) 1,501 Adjusted EBITDA (non-GAAP)(3) $ (50,629) $ (5,827) Adjusted Cash Operating Expense Reconciliation Three Months Ended June 30, (Unaudited) 2026 2025 Total operating expenses $ 199,077 $ 12,582 Depreciation (571) (189) Amortization of intangible assets (13,963) (1,055) Acquisition related expenses(1) (4,414) - Change in fair value of contingent consideration (19,234) - Stock-based compensation (67,651) (1,986) Adjusted Cash Operating Expenses (non-GAAP)(3) $ 93,244 $ 9,352 Adjusted Gross Profit and Adjusted Gross Margin Three Months Ended June 30, (Unaudited) 2026 2025 Revenue $ 83,772 $ 6,273 Cost of sales 47,641 2,941 Gross profit (GAAP) $ 36,131 $ 3,332 Amortization of acquisition-related intangible assets 4,678 - Stock-based compensation 1,443 193 Adjusted Gross Profit (Non-GAAP)(3) $ 42,252 $ 3,525 Gross margin (GAAP) 43.1% 53.1% Adjusted Gross Margin (Non-GAAP)(3) 50.4% 56.2%
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 and expense, acquisition-related expenses, change in fair value of contingent consideration and other acquisition related obligations, and other non-operating gains and losses. Management believes that excluding these items enhances comparability across periods and facilitates analysis of underlying operating trends. Adjusted Cash Operating Expense is a non-GAAP financial measure that represents total operating expenses excluding depreciation, amortization of intangible assets, acquisition-related expenses, change in fair value of contingent consideration and other acquisition related obligations, and stock-based compensation and expense. The most directly comparable GAAP measure to Adjusted Cash Operating Expense is total operating expenses. Management believes Adjusted 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 to evaluate operating trends exclusive of non-cash accounting charges. Adjusted Cash Operating Expense should be considered in addition to, and not as a substitute for, total operating expenses prepared in accordance with GAAP. Beginning in the period ended June 30, 2026, the Company revised its calculation of Adjusted EBITDA and Adjusted Cash Operating Expense to exclude changes in the fair value of contingent consideration and other acquisition related obligations. These amounts reflect periodic remeasurement adjustments required under U.S. GAAP and are primarily driven by changes in estimates and assumptions related to future earn-out payments. Management believes excluding these acquisition-related fair value adjustments improves period-to-period comparability and provides investors with additional insight into the Company's operating performance. This revision did not affect any previously reported Adjusted EBITDA or Adjusted Cash Operating Expense amounts because no gains or losses related to changes in the fair value of contingent consideration were recognized in the prior periods presented. In connection with this change, the Company renamed 'Cash Operating Expense' to 'Adjusted Cash Operating Expense'. The revised caption is intended to more clearly communicate the measure as a management-defined non-GAAP performance measure that excludes specified cash and noncash expenses and does not represent all operating expenses requiring cash settlement. Also beginning in the period ended June 30, 2026, the Company introduced Adjusted Gross Profit and Adjusted Gross Margin. Adjusted Gross Profit is a non-GAAP financial measure that represents gross profit excluding amortization of acquisition-related intangible assets and stock-based compensation and expense included in cost of goods sold. Adjusted Gross Margin is a non-GAAP financial measure that represents Adjusted Gross Profit as a percentage of revenue. The most directly comparable GAAP measures to Adjusted Gross Profit and Adjusted Gross Margin are gross profit and gross margin (gross profit as a percentage of revenue), respectively. Management believes these measures provide investors with additional insight into the underlying profitability of the Company's products and services, operating performance and period-to-period trends. Comparative prior-period amounts have been presented on a consistent basis. Management uses Adjusted EBITDA, Adjusted Cash Operating Expense, Adjusted Gross Profit, and Adjusted Gross Margin together with GAAP results, in making operating and planning decisions and in evaluating the Company's ongoing performance. Other companies may calculate similarly titled non-GAAP measures differently, and therefore our non-GAAP measured may not be comparable to measures used by other companies. Non-GAAP Financial Measures
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