Ondas (ONDS) investor relations material

Deal rationale and strategic fit

• Acquisition creates a leading autonomous defense platform, integrating persistent ISR, aerial security, counter-UAS, precision strike, and AI-enabled mission intelligence, expanding technology depth and customer reach for U.S. and allied defense customers.

• DZYNE brings mature, mission-proven autonomous systems, 119 engineers, and strong defense relationships, complementing existing capabilities and accelerating innovation.

• The new Ondas Sentinel division unifies DZYNE and World View, creating a scalable operating platform for broader mission coverage and operational alignment.

• The combination addresses fast-growing defense markets, including long-endurance ISR, Group 4/5 UAS, counter-UAS, and affordable-mass programs.

• Both companies share a vision for software-defined warfare and scalable, affordable autonomous effects, aiming for industry leadership and long-term value creation.

Financial terms and conditions

• Acquisition valued at $875.8 million: $200 million in cash and approximately 85 million shares valued at $675 million.

• DZYNE shareholders, led by Highlander Partners, will own about 13.8% of the combined company, with over half their equity subject to a six-month lock-up.

• Transaction signed and closed on July 2, 2026, enabling immediate integration.

• Inducement grants of 500,000 RSUs and 1,500,000 stock options were approved for 255 new employees, vesting over three years.

• DZYNE forecasts over $300 million in 2027 revenue, with an 80%+ revenue CAGR from 2025 to 2028 and EBITDA margins rising from mid-teens in 2027 to mid-20% by 2028.

Synergies and expected cost savings

• Integration leverages common technology roadmaps, manufacturing, and AI-enabled mission software, supporting larger, more integrated defense programs.

• Combined manufacturing capacity exceeds 330,000 sq ft, supporting rapid scaling and operational efficiency.

• Integration with Palantir's software accelerates operational and supply chain synergies.

• Accelerates financial model with significant revenue, attractive gross margins, and positive EBITDA, increasing operating leverage and path to scaled profitability.

• The combined ISR portfolio spans stratospheric, long-endurance, and tactical ISR, creating a unified intelligence layer.