UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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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) |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: February 13, 2026 | ONDAS INC. | |
| By: | /s/ Neil Laird | |
| Neil Laird | ||
| Chief Financial Officer | ||
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