Ondas Inc. 8-K

What Happened

• Ondas Inc. (ONDS) disclosed on Form 8-K that on February 11, 2026 its Compensation Committee approved an equity award of Restricted Stock Units (RSUs) to Chairman & CEO Eric Brock. The award equals approximately 3.0% of the company’s currently outstanding common stock — 13.5 million shares in total — and will vest over a multi-date schedule through March 10, 2029. Vesting is subject to Mr. Brock’s continued service and customary plan conditions.

Key Details

• Grant approved: February 11, 2026 by the Compensation Committee.
• Total award: 13,500,000 RSUs (≈3.0% of outstanding shares).
• Vesting schedule (amounts by date):
  • June 1, 2026 — 4,500,000 RSUs
  • March 10, 2027 — 1,800,000 RSUs
  • June 1, 2027 — 1,800,000 RSUs
  • March 10, 2028 — 1,800,000 RSUs
  • June 1, 2028 — 1,800,000 RSUs
  • March 10, 2029 — 1,800,000 RSUs
• Committee rationale: Brock received minimal prior equity/cash awards (one-time $50,000 bonus) and a comparatively low base salary since becoming CEO in 2018. The committee cited growth in market cap (from ≈$225M to >$3.9B at grant date), a pro forma cash position of $1.5B as of Dec 31, 2025 (including a Jan 2026 offering), execution of a “core + strategic” growth plan, and the company’s positioning in autonomous systems.

Why It Matters

• For investors, the award is intended to align the CEO’s long-term incentives with shareholders and to support leadership continuity. The RSUs represent a meaningful proportion of outstanding shares (≈3.0%), so investors should note the potential for future share-based dilution as units vest and are settled under the company’s 2021 Incentive Stock Plan. Vesting is conditional on continued service and plan terms, signaling retention goals as Ondas pursues its growth and M&A strategy.