Material Agreement, Financial Obligation (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

The disclosure included in Item 2.03 of this Current Report on Form 8-K is incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On December 29, 2025, Ondas Networks Inc. ("Networks"), a subsidiary of Ondas Holdings Inc., entered into that certain Letter Agreement, by and among Networks and the signatories thereto, pursuant to which the maturity date of each of the Notes (as defined below) was amended to January 15, 2026.

As previously disclosed, (i) on July 8, 2024 and July 23, 2024, Charles & Potomac Capital, LLC ("C&P") purchased convertible notes, as amended, from Networks in the aggregate original principal amount of $700,000 and $800,000, respectively (the "July 2024 Notes"), (ii) on September 3, 2024, C&P entered into that certain Security Note Agreement, as amended, by and among Networks, as borrower, and C&P, as lender, pursuant to which C&P loaned Networks $1.5 million (the "Secured Note"), (iii) on November 13, 2024, Networks entered into that certain Securities Purchase Agreement, by and between Networks and a private investor group, pursuant to which the private investor group purchased secured convertible promissory notes, as amended, from Networks in the aggregate amount of $2.07 million (the "November Notes"), and (iv) on January 15, 2025, Networks entered into that certain Securities Purchase Agreement, by and between Networks and a private investor group, pursuant to which the private investor group purchased secured convertible promissory notes, as amended, from Networks in the aggregate amount of $2.93 million (the "January Notes," together with the July 2024 Notes, the Secured Note and the November Notes, the "Notes").