10-K – 2026-02-25 – axon-20251231.htm

Year Percentage
2028 103.125   %
2029 101.563   %
2030 and thereafter 100.000   %

Interest expense related to the Senior Notes was as follows (in thousands):

Year Ended December 31, 2025
Contractual interest expense $ 87,101  
Amortization of debt issuance costs 2,545  
Total interest expense $ 89,646  

2027 Notes
In December 2022, we issued $ 690.0 million aggregate principal amount of our Convertible Senior Notes due 2027 (the “2027 Notes”) in a private offering, of which the aggregate principal amount included the exercise in full of the initial purchasers’ option to purchase up to an additional $ 90.0 million principal amount. The 2027 Notes mature on December 15, 2027 and bear interest at a fixed rate of 0.50 % per annum, payable semiannually in arrears on June 15 and December 15 of each year, beginning on June 15, 2023. The total combined gross proceeds from the issuance of the 2027 Notes wer e $ 690.0 million , and after deducting initial purchasers’ discounts and commissions and other debt issuance costs of $ 16.2 million , the total combin ed net proceeds were approximately $ 673.8 million. The effective interest rate for the 2027 Notes was 0.99 % and included interest payable and amortization of debt issuance costs.

Maturity Date Initial Conversion Price per Share Initial Conversion Rate per $1,000 Par Value Initial Number of Shares (Prior to Repurchase)
2027 Notes December 15, 2027 $ 228.73 4.3720 shares 3,016,680

The terms of the 2027 Notes require conversion into cash up to the principal amount, with conversion into common stock, cash, or a combination of cash and common stock, at our option, for any amount in excess of the principal. Any shares issued upon conversion are recorded in stockholders' equity. The 2027 Notes are convertible, in multiples of $1,000 principal amount, at the option of the holders prior to the close of business on the business day immediately preceding September 15, 2027 only under the following circumstances:

82

Table o f Contents

• during any calendar quarter commencing after the calendar quarter ending on March 31, 2023 (and only during such fiscal quarter), if the last reported sale price per common stock exceeds 130 % of the conversion price for each of at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter;
• any time preceding September 15, 2027, when during the five consecutive business days immediately after any 10 consecutive trading day period (the “Measurement Period”), if the trading price per $1,000 principal amount of 2027 Notes for each trading day of the Measurement Period was less than 98 % of the product of the last reported sale price per share of common stock on such trading day and the conversion rate on such trading day;
• upon the occurrence of certain corporate events or distributions on our ordinary shares, as provided in the indenture governing the 2027 Notes;
• if we call the 2027 Notes for redemption; or any time from, and including, September 15, 2027 until the close of business on the second scheduled trading day immediately before the maturity date
If we undergo a fundamental change (as defined in the indenture governing the 2027 Notes), holders may require us to repurchase for cash all or any portion of their 2027 Notes at a fundamental change repurchase price equal to 100 % of the principal amount of the 2027 Notes to be repurchased, plus accrued and unpaid interest, if any, up to but excluding the fundamental change repurchase date. In addition, following certain corporate events or if we issue a notice of redemption, it may increase the conversion rate for holders who elect to convert their 2027 Notes in connection with such corporate event or during the relevant redemption period. On or after December 22, 2025, we may redeem for cash all or any portion of the 2027 Notes in accordance with the optional redemption terms of the convertible debt agreement.
During the year ended December 31, 2025, we entered into and closed separate, privately negotiated exchange agreements with certain holders (the “Holders”) of the 2027 Notes to exchange approximately $ 604.3 million aggregate principal amount of the 2027 Notes for consideration consisting of cash and shares of our common stock determined based on the exchange agreements (the “Exchange Transactions”). The consideration transferred to the Holders aggregated to $ 604.8 million in cash and 1,565,061 shares of our common stock. The Exchange Transactions were accounted for as induced conversions, and we recognized an aggregate expense of $ 35.6 million calculated as of the date the inducement offers were accepted, representing the excess of the equity consideration transferred in the Exchange Transactions over the fair value of securities and other consideration issuable pursuant to the original conversion terms defined in the indenture governing the 2027 Notes. We also recognized approximately $ 3.3 million of third party transaction costs which were expensed as a cost of inducement. As a result, we recorded an aggregate $ 38.9 million of induced conversion expense within other income (loss), net in the consolidated statements of operations and comprehensive income. As a result of the Exchange Transactions, we recorded $ 35.6 million in additional paid-in capital and we reclassified $ 7.2 million of unamortized debt issuance costs into equity as part of the derecognition of the associated net carrying amount of the portion of the 2027 Notes which were exchanged, resulting in a net impact of $ 28.4 million to equity related to the Exchange Transactions.
Following the closing of the Exchange Transactions, we had approximately $ 81.1 million aggregate principal amount of 2027 Notes outstanding as of December 31, 2025. Subsequent to December 31, 2025, we redeemed and converted all of the outstanding 2027 Notes on February 10, 2026, and February 11, 2026, respectively, and in each case, pursuant to a notice of redemption delivered on December 18, 2025, and the terms of the indenture governing the 2027 Notes. Refer to Note 20 for additional details.
The effective interest rate for the outstanding 2027 Notes after the Exchange Transactions is 6.89 %. This rate reflects the expected remaining life of the 2027 Notes considering the redemption transaction discussed in Note 20 and includes interest payable and amortization of debt issuance costs. The Exchange Transactions did not impact the Note Hedge or Warrants, which remain outstanding and are discussed in further detail below.
Interest expense related to the 2027 Notes was as follows (in thousands):

Year Ended December 31,
2025 2024 2023
Contractual interest expense $ 1,793 $ 3,451 $ 3,450
Amortization of debt issuance costs 1,898 3,176 3,126
Total interest expense $ 3,691   $ 6,627   $ 6,576  

83

Table o f Contents

The estimated fair value of our outstanding notes payable at December 31, 2025 and December 31, 2024 is as follows (in thousands):

December 31, 2025 December 31, 2024
2027 Notes $ 203,956   $ 1,798,526
2030 Notes 1,036,830   —  
2033 Notes 779,768   —  

Convertible Note Hedge
To reduce the impact of potential economic dilution upon conversion of the 2027 Notes, in December 2022, we entered into a convertible note hedge transaction (the “Note Hedge” or “2027 Note Hedge”) with certain investment banks, with respect to our common stock, concurrently with the issuance of the 2027 Notes.

Purchase Price
(in thousands) Shares Purchased
2027 Note Hedge $ 194,994   3,016,680

The Note Hedge covers shares of our common stock at a strike price per share that corresponds to the initial conversion price of the respective 2027 Notes, subject to adjustment, and is exercisable upon conversion of the 2027 Notes. If exercised, we may elect to receive cash, shares of our common stock, or a combination of cash and shares. Any shares received upon exercise of the options underlying the 2027 Notes are considered treasury stock. We have accounted for the aggregate amount of purchase price for the Note Hedge as a reduction to additional paid-in capital. The Note Hedge will expire on December 15, 2027, unless earlier terminated. The Note Hedge is intended to reduce the potential economic dilution upon conversion of the 2027 Notes in the event that the market value per share of our common stock at the time of exercise is greater than the conversion price of the 2027 Notes. The Note Hedge is a separate transaction and is not part of the terms of the 2027 Notes. Holders of the 2027 Notes do not have any rights with respect to the Note Hedge. The Note Hedge does not impact earnings per share, as it was entered into to offset any dilution from the 2027 Notes. Considering the impact of conversions and concurrent hedge option exercises as of December 31, 2025, 2,996,643 shares remain subject to the Note Hedge. Subsequent to December 31, 2025, we received shares from option counterparties in connection with the exercises of the 2027 Note Hedges entered into in connection with the issuance of the 2027 Notes. Refer to Note 20 for additional details.
Convertible Note Warrants

Proceeds
(in thousands) Shares Strike Price First Expiration
2027 Warrants $ 124,269   3,016,680 $ 338.86   March 15, 2028

Separately, in December 2022, we entered into warrant transactions with certain investment banks, whereby we sold Warrants to acquire, subject to adjustment, the number of shares of our common stock shown in the table above. If the average market value per share of our common stock exceeds the strike price of the Warrants, such Warrants can have a dilutive effect on our earnings per share to the extent we report net income. According to the terms of the Warrants, the Warrants will be automatically exercised over a 60 -trading day period beginning on the first expiration date as set forth above.
84

Table o f Contents

Future Maturities of Notes Payable
Maturities of principal amounts of notes payable are as follows for each respective year (in thousands). These maturities do not reflect the impact of any put, redemption or conversion provisions associated with certain debt instruments:

2026 $ —  
2027 (1)
81,110  
2028 —  
2029 —  
2030 1,000,000  
After 2030 750,000  
Total principal $ 1,831,110  

(1) T he 2027 Notes are contractually due in fiscal year 2027. However, as of December 31, 2025 and December 31, 2024, the 2027 Notes were convertible at the option of the holders into cash up to the principal amount, with conversion into common stock, cash, or a combination of cash and common stock, at our option, for any amount in excess of the principal. Therefore, the Notes were classified as current liabilities within our consolidated balance sheets as of December 31, 2025 and December 31, 2024. Subsequent to the year ended December 31, 2025, we redeemed and converted all of our outstanding 2027 Notes on February 10, 2026, and February 11, 2026, respectively, and in each case, pursuant to a notice of redemption delivered on December 18, 2025, and the terms of the indenture governing the 2027 Notes. Refer to Note 20 for additional details.

Note 11 - Commitments and Contingencies
Cloud Service Commitments
In June 2022, we entered into a purchase agreement for cloud hosting with a six year term beginning July 1, 2022. The purchase agreement includes a total commitment of $ 425.0 million. Storage fees under this agreement were $ 110.6 million for the year ended December 31, 2025. The remaining purchase commitment at December 31, 2025 was $ 154.9 million.
Purchase Commitments
We routinely enter into cancelable and non-cancelable purchase orders with many of our key vendors. Based on the strategic relationships with many of these vendors, our ability to cancel these purchase orders and maintain a favorable relationship would be limited. As of December 31, 2025, we had approximately $ 1.2 billion of open purchase orders and $ 156.7 million of other purchase obligations, inclusive of the data storage commitment noted above.
Product Litigation
As a manufacturer of weapons and other law enforcement tools used in high-risk field environments, we are often the subject of product liability litigation concerning the use of our products. We are currently named as a defendant in three such lawsuits in which the plaintiffs allege either wrongful death or personal injury in situations in which a TASER CED was used by law enforcement officers in connection with arrests or training. While the facts vary from case to case, these product liability claims typically allege defective product design, manufacturing, and/or failure to warn. They seek compensatory and sometimes punitive damages, often in unspecified amounts.
85

Table o f Contents

We continue to aggressively defend all product litigation. As a general rule, it is our policy not to settle suspect injury or death cases. Exceptions are sometimes made where the settlement is strategically beneficial to us. Due to the confidential nature of our litigation strategy and the confidentiality agreements that are executed in the event of a settlement, we do not identify or comment on specific settlements by case or amount. Based on current information, we do not believe that the outcome of any such legal proceeding will have a material effect on our financial position, results of operations or cash flows. We are self-insured for the first $ 5.0 million of any product claim made after 2014. No judgment or settlement has ever exceeded this amount in any products liability case. We continue to maintain product liability insurance coverage, including an insurance policy fronting arrangement, above our self-insured retention with various limits depending on the policy period.
Other Matters
Despite the Federal Trade Commission’s (“FTC”) dismissal of its administrative enforcement complaint against us without consent decree or other condition in October 2023, other parties continue to allege that our May 2018 acquisition of an insolvent body camera competitor, Vievu LLC, was anticompetitive. Pending in the District of New Jersey (Case No. 3:23-cv-7182) is a purported antitrust class action brought by three municipalities based largely on the FTC’s unproven allegations. We deny all allegations of anticompetitive or other misconduct and are vigorously defending the case.
Pending in the Eastern District of Virginia (Case No. 1:24-CV-01625) is a patent infringement suit filed by Airspace Systems, Inc. (“Airspace”) against Dedrone involving certain drone technology. After we acquired Dedrone on October 1, 2024, Airspace amended its complaint and added us as a defendant. Airspace seeks injunctive relief and treble damages in an unspecified amount. We and Dedrone deny infringement and further contend that the three asserted patents are invalid and/or contain patent ineligible subject matter. To that end, we have simultaneously challenged all three patents in the United States Patent and Trademark Office and the court has stayed the litigation. On October 8, 2025, the Patent Trial and Appeal Board granted our petitions and instituted review on all claims of all three asserted patents. By statute, a decision is required within one year or October 8, 2026. It is expected that the district court litigation will remain stayed during this time.
General
From time to time, we are notified that we may be a party to a lawsuit or that a claim is being made against us. After carefully assessing the claim, and assuming we determine that we are not at fault or we disagree with the damages or relief demanded, we vigorously defend any lawsuit filed against us. We record a liability when losses are deemed probable and reasonably estimable. When losses are deemed reasonably possible but not probable, we determine whether it is possible to provide an estimate of the amount of the loss or range of possible losses for the claim, if material for disclosure. In evaluating matters for accrual and disclosure purposes, we take into consideration factors such as our historical experience with matters of a similar nature, the specific facts and circumstances asserted, the likelihood of our prevailing, the availability of insurance, and the severity of any potential loss. We reevaluate and update accruals as matters progress over time.
Based on our assessment of outstanding litigation and claims as of December 31, 2025, we have determined that it is not reasonably possible that these losses, if any, from lawsuits will individually, or in the aggregate, materially affect our results of operations, financial condition or cash flows. H owever, the outcome of any litigation is inherently uncertain and there can be no assurance that any expense, liability or damages that may ultimately result from the resolution of these matters will be covered by our insurance or will not be in excess of amounts recognized or provided by insurance coverage and will not have a material adverse effect on our operating results, financial condition or cash flows.
Off-Balance Sheet Arrangements
Under certain circumstances, we use letters of credit and surety bonds to guarantee our performance under various contracts, principally in connection with the installation and integration of Axon cameras and related technologies. Certain of our letters of credit and surety bonds have stated expiration dates with others being released as the contractual performance terms are completed. At December 31, 2025, we had outstanding letters of credit issued under our credit facility of $ 8.9 million that are expected to expire through 2027. We also had outstanding letters of credit of $ 0.2 million that do not draw against our credit facility. Additionally, we had $ 8.1 million of outstanding surety bonds as of December 31, 2025, with expiration dates ranging through 2029.

86

Table o f Contents

Note 12 - Income Taxes
Income before provision (benefit) for income taxes included the following components for the years ended December 31, (in thousands):

2025 2024 2023
United States $ ( 8,227 ) $ 357,484   $ 134,509  
Foreign 27,201   24,020   22,552  
Total $ 18,974   $ 381,504   $ 157,061  

Significant components of the provision (benefit) for income taxes were as follows for the years ended December 31, (in thousands):

2025 2024 2023
Current:
Federal $ ( 34,249 ) $ 67,944   $ 35,831  
State 5,402   18,234   12,400  
Foreign 5,844   3,388   5,544  
Total current ( 23,003 ) 89,566   53,775  
Deferred:
Federal ( 63,999 ) ( 63,603 ) ( 60,674 )
State ( 15,600 ) ( 19,678 ) ( 9,172 )
Foreign ( 3,080 ) ( 1,815 ) ( 2,651 )
Total deferred ( 82,679 ) ( 85,096 ) ( 72,497 )
Provision for (benefit from) income taxes $ ( 105,682 ) $ 4,470   $ ( 18,722 )

The table below provides the updated requirements of ASU 2023-09 for the year ended December 31, 2025. Refer to Note 1 for additional details regarding the adoption of ASU 2023-09.

87

Table o f Contents

The effective income tax rate for the year ended December 31, 2025 differs from the statutory federal income tax rate as follows (in thousands, except percentages):
Year Ended December 31, 2025
$ %
U.S. federal statutory tax rate $ 3,985   21.0   %
State and local income taxes, net of federal benefit (1)
( 11,735 ) ( 61.8 )
Foreign tax effects
United Kingdom
Excess stock-based compensation benefit ( 4,282 ) ( 22.6 )
Other ( 626 ) ( 3.3 )
Other foreign jurisdictions 1,960   10.3  
Effect of cross-border tax laws 4,180   22.0  
Tax credits
R&D credits ( 49,380 ) ( 260.2 )
Valuation allowances 540   2.8  
Non-taxable or non-deductible items
Excess stock-based compensation benefit ( 124,081 ) ( 653.9 )
Executive compensation limitation 48,781   257.1  
Other permanent differences 5,711   30.1  
Unrecognized tax benefits 19,556   103.1  
Other adjustments ( 291 ) ( 1.6 )
Total tax benefit and effective tax rate $ ( 105,682 ) ( 557.0 ) %

(1)     State taxes in Arizona, Massachusetts, Illinois, New York, Florida and Pennsylvania comprise greater than 50 percent of the tax effect in this category

88

Table o f Contents

A reconciliation of our effective income tax rate to the federal statutory rate for the years ended December 31, 2024 and 2023, prior to the adoption of ASU 2023-09 and as previously disclosed, is as follows (in thousands):

2024 2023
Federal income tax at the statutory rate $ 80,120   $ 32,983  
Excess stock-based compensation benefit ( 83,748 ) ( 106,522 )
Executive compensation limitation 51,858   77,350  
R&D credits ( 36,571 ) ( 26,204 )
Nontaxable gain on investments ( 19,727 ) —  
Change in unrecognized tax benefits 7,356   4,351  
Other permanent differences
5,176   1,201  
Global intangible low-taxed income 3,081   1,890  
Foreign derived intangible income deduction ( 2,558 ) ( 961 )
Foreign tax credit ( 1,914 ) ( 1,922 )
State income taxes, net of federal benefit 1,713   3,730  
Change in valuation allowance ( 903 ) ( 4,695 )
Tax effects of intercompany transactions ( 222 ) ( 2,033 )
Difference between statutory and foreign tax rates 801   1,013  
Other 8   1,097  
Provision for (benefit from) income taxes $ 4,470   $ ( 18,722 )
Effective tax rate 1.2   % ( 11.9 ) %

Cash payments of U.S. federal, state and foreign income taxes, net of refunds, were as follows (in thousands):

Year Ended December 31, 2025
Federal $ 31,720
State 12,650
Foreign 6,751
Total $ 51,121

89

Table o f Contents

Significant components of our deferred income tax assets and liabilities are as follows at December 31, 2025 and December 31, 2024 (in thousands):

2025 2024
Deferred income tax assets:
R&D capitalization, net $ 162,715   $ 193,265  
Deferred revenue 82,760   66,948  
Stock-based compensation 69,703   51,088  
Net operating loss carryforward 54,614   17,824  
Reserves and accruals 43,289   33,523  
R&D tax credit carryforward 27,105   19,100  
Lease liabilities 25,695   11,966  
Other 22,635   10,027  
Convertible debt, net 2,601   31,603  
Total deferred income tax assets 491,117   435,344  
Valuation allowance ( 32,594 ) ( 23,054 )
Total deferred income tax assets, net of valuation allowance 458,523   412,290  
Deferred income tax liabilities:
Amortization ( 40,502 ) ( 36,185 )
Depreciation ( 28,249 ) ( 16,739 )
Right-of-use assets ( 25,250 ) ( 10,639 )
Other ( 5,847 ) ( 4,557 )
Strategic investments ( 515 ) ( 42,260 )
Total deferred income tax liabilities ( 100,363 ) ( 110,380 )
Net deferred income tax assets 358,160   301,910  

Deferred taxes are reflected in the consolidated balance sheet as follows:
Non-current tax assets (included in deferred tax asset, net) 359,803   304,282  
Non-current tax liabilities (included in other long-term liabilities) ( 1,643 ) ( 2,372 )
Total $ 358,160   $ 301,910  

The following table presents the valuation allowance activity for the years ended December 31, 2025, 2024, and 2023 (in thousands):

2025 2024 2023
Balance, beginning of period $ 23,054   $ 21,600   $ 26,368  
Tax provision (benefit) 8,726   ( 576 ) ( 4,262 )
Deductions charged to tax provision / benefit ( 411 ) ( 327 ) ( 505 )
Additions (reversals) to other accounts 1,225   2,357   ( 1 )
Balance, end of period $ 32,594   $ 23,054   $ 21,600  

90

Table o f Contents

As of December 31, 2025, we have recorded a net tax benefit totaling $ 58.4 million for U.S. federal, state, and foreign net operating loss carryforwards ( “NOLs” ). As of December 31, 2025, $ 53.9 million of NOLs may be carried forward indefinitely while the remaining $ 4.5 million will begin to expire at various times from 2029 through 2055. As of December 31, 2025, we have a total of $ 54.6 million U.S. federal and state (net of federal benefit) R&D credit carryforwards available to offset future income taxes. A total of $ 24.4 million of the R&D credits may be carried forward indefinitely while the remaining $ 30.2 million will begin to expire at various times from 2026 through 2045.
As of December 31, 2025, we anticipate sufficient future pre-tax book income to realize a significant portion of our deferred tax assets. However, as we have various state R&D tax credits expiring unutilized each year, operating losses and unrealized investment losses for which realization is uncertain, and specific identified intangibles with an indefinite life, we have recorded a $ 32.6 million valuation allowance against these specific deferred tax assets as of December 31, 2025.
The net change in total valuation allowance for the years ended December 31, 2025 and 2024 was an increase of $ 9.5 million and $ 1.5 million, respectively. The valuation allowance changes are driven primarily by certain state R&D tax credits for which realization is uncertain, acquired state NOLs, and movement in deferred tax assets associated with unrealized investment losses and transaction costs incurred in connection with certain investments that are not more likely than not to be realized. Of the net change in the valuation allowance for the years ended December 31, 2025 and 2024, an increase of $ 8.3 million and decrease of $ 0.9 million, respectively, was recorded to tax expense and an increase of $ 1.2 million and $ 2.4 million, respectively, was recorded through the consolidated balance sheets.
We consider the undistributed earnings of certain non-U.S. subsidiaries to be indefinitely reinvested outside of the United States based on estimates that future domestic cash generation will be sufficient to meet future domestic cash needs and our specific plans for reinvestment of those subsidiary earnings. We project that our foreign earnings will be utilized offshore for working capital and future foreign growth and we have not made a provision for U.S. or additional foreign withholding taxes of the excess of the amount for financial reporting over the tax basis of investments in foreign subsidiaries that is indefinitely reinvested. Generally, such amounts become subject to U.S. taxation upon the remittance of dividends and under certain other circumstances. It is not practicable to estimate the tax effects of a remittance of such earnings. If we decide to repatriate the undistributed foreign earnings, we will recognize the income tax effects in the period we change our assertion on indefinite reinvestment.
We complete R&D tax credit studies for each year that an R&D tax credit is claimed for federal and state income tax purposes. We have made the determination that it is not more likely than not that the full benefit of the R&D tax credit will be sustained on examination. As such, we recorded a liability for unrecognized tax benefits of $ 56.2 million as of December 31, 2025. Should the unrecognized benefit of $ 56.2 million be recognized, our effective tax rate would be favorably impacted.
The following table presents a roll-forward of our liability for unrecognized tax benefits, exclusive of accrued interest, as of December 31, (in thousands):

2025 2024 2023
Balance, beginning of year $ 32,726 $ 25,754 $ 21,492
Increase (decrease) in previous year tax positions 237   501   ( 215 )
Increase in current year tax positions 23,293 7,313 6,963
Decrease due to lapse of statute of limitations ( 49 ) ( 842 ) ( 2,486 )
Balance, end of year $ 56,207 $ 32,726 $ 25,754

Federal income tax returns for 2022 through 2024 remain open to examination by the U.S. Internal Revenue Service, while state and local income tax returns for 2021 through 2024 also generally remain open to examination by state taxing authorities. The foreign tax returns for 2020 through 2024 also generally remain open to examination, although some foreign jurisdictions can audit returns up to ten years.
We have recognized expense, before federal tax impact, related to interest of $ 1.4 million , $ 1.2 million , and $ 0.3 million for the years ended December 31, 2025, 2024 and 2023 respectively. As of December 31, 2025 and December 31, 2024, we had accrued interest of $ 3.3 million and $ 1.8 million, respectively.
91

Table o f Contents

As part of the OECD global minimum tax framework, certain jurisdictions in which we operate have enacted or are in the process of implementing top-up tax provisions under Pillar Two. We have assessed the impact of these regulations on our tax position and included an immaterial adjustment in our income tax provision as of December 31, 2025 . We continue to monitor legislative developments and will assess potential future impacts as additional guidance and implementation details become available.

Note 13 - Line of Credit
In December 2022, we entered into a credit agreement that provides for a senior unsecured multi-currency revolving credit facility (the “Credit Agreement”) in an aggregate principal amount of up to $ 200.0 million, $ 30.0 million of which is available for the issuance of letters of credit. The Credit Agreement originally matured on the earlier of December 15, 2027 or the date that is six months prior to the stated maturity date of the 2027 Notes unless the 2027 Notes had been redeemed, repurchased, converted or defeased in full. Additionally, the Credit Agreement had an accordion feature which allowed for an increase in the total line of credit up to $ 300.0 million, in each lender’s sole discretion.
In March 2025, immediately prior to the consummation of the closing of the 2030 and 2033 Notes offering, we entered into an amendment (the “Amendment”) to the Credit Agreement. The Amendment increased the existing revolving credit facility by $ 100.0 million to a total aggregate principal amount of $ 300.0 million (with an accordion feature which allows for an increase in the total line of credit up to $ 400.0 million), increased availability for the issuance of letters of credit by $ 20.0 million to $ 50.0 million, extended the maturity date of the Credit Agreement from December 15, 2027 to March 11, 2030 (or, in each case, the date that is six months prior to the stated maturity date of the 2027 Notes unless the 2027 Notes have been redeemed, repurchased, converted or defeased in full), permitted the 2030 and 2033 Notes offering, and provided for other updates to the covenants and terms of the Credit Agreement.
As of December 31, 2025, no amounts were drawn under the Credit Agreement. Under the terms of the line of credit, available borrowings are reduced by outstanding letters of credit. As of December 31, 2025, we had letters of credit outstanding of approximately $ 8.9 million under the facility and available borrowing of $ 291.1 million, excluding amounts available under the accordion feature. Advances under the line of credit bear interest at Term SOFR plus 1.25 to 1.75 % per year determined in accordance with a pricing grid based on our net leverage ratio and consolidated interest coverage ratio discussed further below. “SOFR” is defined as a rate equal to the secured overnight financing rate as administered by the Federal Reserve Bank of New York or a successor administrator of the secured overnight financing rate.
We are required to comply with a net leverage ratio, defined as consolidated total indebtedness to EBITDA, of no greater than 3.50 to 1.00 based upon a trailing four fiscal quarter period. At December 31, 2025, our net leverage ratio was 0.15 to 1.00. Additionally, we must comply with a consolidated interest coverage ratio, defined as EBITDA to consolidated interest expense, of no less than 3.50 to 1.00 based upon a trailing four fiscal quarter end. At December 31, 2025, our consolidated interest coverage ratio was 8.93 to 1.00.

Note 14 - Stockholders’ Equity
Common Stock and Preferred Stock
We have authorized the issuance of two classes of stock designated as “common stock” and “preferred stock,” each having a par value of $ 0.00001 per share. We are authorized to issue 200 million shares of common stock and 25 million shares of preferred stock.
eXponential Stock Units

The Employee XSP includes an approved pool of approximately 4.5 million shares of common stock reserved for grants of XSUs to employees, of which approximately 1.1 million XSUs remain available to grant to employees under this program as of December 31, 2025. A total of approximately 0.2 million XSUs were granted during t he year ended December 31, 2025 . Additionally, on May 10, 2024, shareholders approved a grant of 679,102 XSUs for the CEO Performance Award.
92

Table o f Contents

The three independent vesting conditions are described in the following table:

Operational Goals (1)
(in millions)
Stock Price
Goal Minimum Service Requirement
Tranche (2)
Revenue Adj. EBITDA (3)
Employee XSP CEO Performance Award Goal Expiration
1 $ 1,834 or $ 382 and $ 247.40 and June 2025 December 2028 December 31, 2026
2 2,293 or 497 and 309.25 and December 2025 December 2028 December 31, 2027
3 2,866 or 611 and 386.56 and June 2026 December 2029 December 31, 2028
4 3,583 or 801 and 483.20 and December 2026 December 2029 December 31, 2029
5 4,479 or 1,044 and 604.00 and June 2027 December 2030 December 31, 2030
6 5,599 or 1,356 and 755.00 and December 2027 December 2030 December 31, 2031
7 6,999 or 1,706 and 943.75 and June 2028 December 2030 December 31, 2032

(1)     Operational goals are measured, as of any date, for the previous four consecutive fiscal quarters, beginning with the Company's first full fiscal quarter ending after the fiscal quarter in which the grant date occurred.
(2)     Tranches 1 and 2 vested and settled in June 2025 and December 2025 respectively. As of December 31, 2025, for certain grantees, the shares acquired upon vesting and settlement of Tranche 2 remain subject to a holding period requirement under the plan, which will expire on the earlier of (i) December 31, 2030 and (ii) the date on which the subsequent tranche vests and settles.
(3)     In connection with certain acquisitions which were completed during fiscal year 2024, the adjusted EBITDA goals were adjusted as required by the terms of the Employee XSP and CEO Performance Award during fiscal year 2025.
Restricted Stock Units
The following table summarizes RSU activity for the years ended December 31, 2025, 2024 and 2023 (number of units and aggregate intrinsic value in thousands):

2025 2024 2023
Number of
Units Weighted Average
Grant-Date Fair Value Number of
Units Weighted Average
Grant-Date Fair Value Number of
Units Weighted Average
Grant-Date Fair Value
Units outstanding, beginning of year 1,684   $ 356.31   1,615 $ 193.09   1,565 $ 145.48  
Granted 639   627.27   1,131 440.76   915 227.62  
Released ( 786 ) 281.06   ( 909 ) 196.35   ( 740 ) 140.81  
Forfeited ( 135 ) 501.16   ( 153 ) 208.12   ( 125 ) 157.95  
Units outstanding, end of year 1,402   508.09   1,684 356.31   1,615 193.09  
Aggregate intrinsic value at year end $ 795,982   $ 1,000,769   $ 417,240  

Aggregate intrinsic value represents our closing stock price on the last trading day of the period, which was $ 567.93 per share, multiplied by the number of RSUs outstanding. The fair value as of the respective vesting dates of RSUs that vested during the year was $ 497.7 million, $ 426.3 million, and $ 161.7 million for the years ended December 31, 2025, 2024, and 2023, respectively.
As of December 31, 2025, we had $ 566.6 million of total unrecognized stock-based compensation expense related to RSUs under our stock plans for shares that are expected to vest. We expect to recognize the cost related to the RSUs over a weighted average period of 2.50 years. Shares underlying RSUs are generally released when vesting requirements are met.
93

Table o f Contents

Certain RSUs that vested in the year ended December 31, 2025 were net-share settled, such that we withheld shares to cover the employees’ tax obligations for the applicable income and other employment taxes, and remitted the cash to the appropriate taxing authorities. Related to these RSU vests, we withheld a total of 0.1 million shares. The value of these shares withhel d was $ 58.5 million, which reflects the c losing stock price on the respective vesting dates.
Performance Stock Units
The following table summarizes PSU activity, inclusive of XSUs, for the years ended December 31, 2025, 2024 and 2023 (number of units and aggregate intrinsic value in thousands):

2025 2024 2023
Number of
Units Weighted Average
Grant-Date Fair Value Number of
Units Weighted Average
Grant-Date Fair Value Number of
Units Weighted Average
Grant-Date Fair Value
Units outstanding, beginning of year 4,865   $ 261.18   394 $ 201.61   1,369 $ 43.43  
Granted 216   573.26   4,888 263.13   319 218.04  
Released ( 1,072 ) 291.25   ( 23 ) 140.90   ( 1,238 ) 37.98  
Forfeited ( 359 ) 309.92   ( 394 ) 232.94   ( 56 ) 48.40  
Units outstanding, end of year 3,650   265.99   4,865 261.18   394 201.61  
Aggregate intrinsic value at year end $ 2,072,713   $ 2,891,142   $ 101,751  

Aggregate intrinsic value represents our closing stock price on the last trading day of the period, which was $ 567.93 per share, multiplied by the number of PSUs outstanding. The fair value as of the respective vesting dates of PSUs that vested dur ing the year was $ 691.7 million, $ 8.4 million, and $ 256.5 million for the years ended December 31, 2025, 2024, and 2023, respectively.
As of December 31, 2025, there was $ 609.2 million in unrecognized stock-based compensation expense related to PSUs under our stock plans for shares that are expected to vest. We expect to recognize the cost related to the PSUs over a weighted average period of 4.01 years. Shares underlying PSUs are released when vesting requirements are met.
Certain PSUs that vested in the year ended December 31, 2025 were net-share settled such that we withheld shares to cover the employees’ tax obligations for the applicable income and other employment taxes, and remitted the cash to the appropriate taxing authorities. Related to these PSU vests, we withheld a total of 0.5 million shares. The value of these shares withheld wa s $ 293.4 million, which reflects the c losing stock price on the respective vesting dates.
94

Table o f Contents

Stock Option Activity
The following table summarizes stock option activity for the years ended December 31, 2025, 2024 and 2023 (number of options and aggregate intrinsic value in thousands):

2025 2024 2023
Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life (years) Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life (years) Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life (years)
Options outstanding, beginning of year 21   $ 28.58   531   $ 28.58   2,438   $ 28.58  
Granted —   —   —   —   —   — 
Exercised —   —   ( 510 ) 28.58   ( 1,907 ) 28.58  
Expired / terminated —   —   —   —   —   — 
Options outstanding and exercisable, end of year 21   28.58   2.15 21   28.58   3.15 531   28.58   4.16
Aggregate intrinsic value at year end $ 11,289   $ 11,842   $ 121,981  

No options were exercised for the year ended December 31, 2025. The total intrinsic value of options exercised was $ 178.1 million and $ 323.0 million for the years ended December 2024, and 2023, respectively. The intrinsic value for options exercised was calculated as the difference between the exercise price of the underlying stock option awards and the market price of our common stock on the date of exerci se. As of December 31, 2025, all outstanding stock options were fully vested and exercisable. Th e aggregate intrinsic value represents the difference between the exercise price of the underlying stock option awards and the closing market price of our common stock of $ 567.93 on the last trading day for the period ending December 31, 2025.
Stock-based Compensation Expense

The following table summarizes the composition of stock-based compensation expense for the years ended December 31, 2025, 2024 and 2023 (in thousands):

2025 2024 2023
Cost of product and service sales $ 54,057   $ 60,089   $ 6,595  
Selling, general and administrative expenses 342,362   190,561   58,533  
Research and development expenses 237,812   131,954   66,230  
Total stock-based compensation expense (1)
$ 634,231   $ 382,604   $ 131,358  
Income tax benefit $ 130,968   $ 79,275   $ 13,509  

(1) For the year ended December 31, 2025, stock-based compensation expense included $ 24.1 million in non-recurring severance costs. Total non-recurring severance costs for the year-ended December 31, 2025 of $ 31.8  million also include $ 7.7  million of severance payments and employee benefits. The majority of these costs were recorded in selling, general and administrative expenses.
95

Table o f Contents

Stock Incentive Plans
In May 2024, our shareholders approved the Axon Enterprise, Inc. Amended and Restated 2022 Stock Incentive Plan (the “Amended 2022 Plan”) authorizing an additional 2.2 million shares, plus remaining available shares under prior plans, for issuance under the Amended 2022 Plan. Combined with the shares of our common stock remaining available under our legacy stock incentive plans, there are 2.8 million shares of our common stock available for grant under the Amended 2022 Plan as of December 31, 2025 .
At-the-Market Equity Offering
We participate in an “at-the-market” equity offering program (the “ATM”), pursuant to which we are authorized to sell up to a total of approximately 2.0 million shares of our common stock.

During the year ended December 31, 2025, we sold approximately 0.7 million shares of our common stock under our ATM. We generated approximately $ 494.7 million in aggregate gross proceeds from sales under the ATM. We recorded aggregate net proceeds of $ 489.4 million in additional paid-in capital after deducting related expenses, including commissions to the sales agent and issuance costs of $ 5.3 million. As of the year ended December 31, 2025, approximately $ 0.1 million of these costs were not yet paid.
As of the year ended December 31, 2025, there were approximately 1.3 million shares remaining. We utilize the net proceeds from this offering program for general corporate purposes, which may include providing capital to satisfy a portion of the tax obligations related to the vesting and settlement of stock compensation awards granted to our employees under our stock plans and funding ongoing strategic investments and acquisitions as we continue to expand our product ecosystem.

Stock Repurchase Plan
In February 2016, our Board of Directors authorized a stock repurchase program to acquire up to $ 50.0 million of our outstanding common stock subject to stock market conditions and corporate considerations. There were no shares repurchased under the program during the years ended December 31, 2025, 2024, and 2023. As of December 31, 2025 and 2024, $ 16.3 million remained available under the plan for future purchases.

Note 15 – Accumulated Other Comprehensive Loss
The following table reflects the changes in accumulated other comprehensive loss, net of tax (in thousands):

Unrealized (Losses) Gains
on Available-for-Sale
Investments (1)
Foreign Currency
Translation Total
Balance, December 31, 2022 $ ( 1,251 ) $ ( 5,928 ) $ ( 7,179 )
Other comprehensive income (loss) 852   ( 4,352 ) ( 3,500 )
Balance, December 31, 2023 ( 399 ) ( 10,280 ) ( 10,679 )
Other comprehensive income (loss) 369   ( 7,874 ) ( 7,505 )
Balance, December 31, 2024 ( 30 ) ( 18,154 ) ( 18,184 )
Other comprehensive income 113   6,265   6,378  
Balance, December 31, 2025 $ 83   $ ( 11,889 ) $ ( 11,806 )

(1) Amounts are net of immaterial tax impacts.
96

Table o f Contents

Note 16 - Leases
We have operating leases for office space, manufacturing and logistical functions. Operating lease assets and liabilities consisted of the following at December 31, 2025 and December 31, 2024 (in thousands):

Leases (in thousands) Classification December 31, 2025 December 31, 2024
Assets
Operating lease assets Other assets $ 99,513   $ 44,567  
Liabilities
Current
Operating Other current liabilities $ 6,990   $ 9,453  
Noncurrent
Operating Long-term lease liabilities $ 98,942   $ 41,383  
Total lease liabilities $ 105,932   $ 50,836  

The components of operating lease expenses were as follows for the years ended December 31, 2025, 2024 and 2023 (in thousands):

2025 2024 2023
Total operating lease expense (1)
$ 20,584 $ 14,568 $ 10,025

(1) Includes short-term leases, which are immaterial
Supplemental cash flow information related to operating leases were as follows for the years ended December 31, 2025, 2024 and 2023 (in thousands):

2025 2024 2023
Cash paid for amounts included in the measurement of operating lease liabilities — operating cash flows $ 15,053   $ 12,284   $ 8,846  
Right-of-use assets obtained in exchange for operating lease liabilities
62,844   14,292   5,927  

Weighted-average remaining lease term and discount rate related to operating leases at December 31, 2025 and December 31, 2024 were as follows:

December 31, 2025 December 31, 2024
Weighted average remaining lease term 9.2 years 7.7 years
Weighted average discount rate 6.78   % 7.60   %

97

Table o f Contents

Future minimum operating lease payments under non-cancellable leases as of December 31, 2025 were as follows (in thousands):

Operating
2026 $ 15,094  
2027 14,406  
2028 15,613  
2029 15,797  
2030 14,833  
Thereafter 76,637  
Total minimum lease payments 152,380  
Less: Amount representing interest ( 46,448 )
Present value of lease payments $ 105,932  

Note 17 - Employee Benefit Plans
We have a defined contribution profit sharing 401(k) plan for eligible employees, which is qualified under Sections 401(a) and 401(k) of the Internal Revenue Code of 1986, as amended. Employees are entitled to make tax-deferred contributions of their eligible compensation up to the maximum allowed by law. We also sponsor defined contribution plans in certain of our international subsidiaries.
Our matching contributions for all defined contribution plans for the years ended December 31, 2025, 2024, and 2023, were approximately $ 21.9 million, $ 17.2 million and $ 14.5 million, respectively.

Note 18 - Segment Data
Segment information for the years ended December 31, 2024, and 2023 has been recast to reflect the Segment Realignment. Refer to Note 1 for additional details. Information relative to our reportable segments was as follows (in thousands):

Year Ended December 31, 2025
Connected Devices Software and Services Total
Net sales $ 1,576,864   $ 1,202,672   $ 2,779,536  
Cost of sales 809,303   312,108   1,121,411  
Other segment items (1)
40,005   40,963   80,968  
Adjusted gross margin $ 807,566   $ 931,527   $ 1,739,093  
Other segment items (1)
( 80,968 )
Selling, general and administrative ( 1,035,893 )
Research and development ( 684,308 )
Interest income 75,431  
Interest expense ( 94,238 )
Other income, net 99,857  
Income before provision for income taxes $ 18,974  

(1)     Other segment items includes the adjustment for noncash stock-based compensation expense, amortization of acquired intangible assets, inventory step-up amortization related to acquisitions, payroll taxes related to Employee XSP vesting and non-recurring severance costs to arrive at the profit measure used by the CODM.
98

Table o f Contents

Year Ended December 31, 2024
Connected Devices Software and Services Total
Net sales $ 1,221,292   $ 861,234   $ 2,082,526  
Cost of sales 618,136   223,010   841,146  
Other segment items (1)
50,880   23,187   74,067  
Adjusted gross margin $ 654,036   $ 661,411   $ 1,315,447  
Other segment items (1)
( 74,067 )
Selling, general and administrative ( 741,247 )
Research and development ( 441,593 )
Interest income 43,693  
Interest expense ( 7,098 )
Other income, net 286,369  
Income before provision for income taxes $ 381,504  

(1)     Other segment items includes the adjustment for noncash stock-based compensation expense, amortization of acquired intangible assets, and inventory step-up amortization related to acquisitions to arrive at the profit measure used by the CODM.

Year Ended December 31, 2023
Connected Devices Software and Services Total
Net sales $ 964,002   $ 596,697   $ 1,560,699  
Cost of sales 447,708   157,538   605,246  
Other segment items (1)
3,253   6,486   9,739  
Adjusted gross margin $ 519,547   $ 445,645   $ 965,192  
Other segment items (1)
( 9,739 )
Selling, general and administrative ( 494,884 )
Research and development ( 303,719 )
Interest income 49,107  
Interest expense ( 6,995 )
Other income (loss), net ( 41,901 )
Income before provision for income taxes $ 157,061  

(1)     Other segment items includes the adjustment for noncash stock-based compensation expense and amortization of acquired intangible assets to arrive at the profit measure used by the CODM.
99

Table o f Contents

The following table presents supplemental information included within the measure of profit or loss, adjusted gross margin, reviewed by our CODM (in thousands). There are no other material items presented to our CODM by segment or included within adjusted gross margin for supplemental disclosure.

Year Ended December 31, 2025 Year Ended December 31, 2024 Year Ended December 31, 2023
Connected Devices Software and Services Total Connected Devices Software and Services Total Connected Devices Software and Services Total
Depreciation and amortization
$ 38,188   $ 19,111   $ 57,299   $ 23,142   $ 12,239   $ 35,381   $ 14,115   $ 3,454   $ 17,569  
Significant noncash items:

Stock-based compensation expense
31,298   21,919   53,217   47,953   12,136   60,089   2,576   4,019   6,595  
Provisions for inventory
4,077   —   4,077   16,599   —   16,599   4,394   —   4,394  
Warranty reserve expense 11,628   —   11,628   5,592   —   5,592   8,062   —   8,062  

Note 19 – Business Combinations
The consolidated financial statements include the operating results of each acquisition from the date of acquisition noted below. Supplemental pro forma information has not been presented as the effects of the business combinations during the years ended December 31, 2025 and 2024 were not material to our consolidated financial statements.
2025 Business Combinations
Prepared
On October 1, 2025, we acquired the remaining 99.2 % interest in Invictus Apps, Inc. (“Prepared”), a leading provider of AI-powered emergency communications software. Net of cash acquired and equity consideration attributable to pre-combination service, total cash paid in the business combination was approximately $ 624.1 million. Incremental consideration transferred was approximately $ 728.2 million, subject to customary purchase price adjustments. The acquisition aligns with our mission and positions us to accelerate next-generation public safety communications and emergency response solutions. We recorded acquisition-related transaction and integration costs of $ 5.8 million for the year ended December 31, 2025. Our existing interest of approximately 0.8 % had a fair value at the acquisition date of $ 6.2 million, which resulted in a non-taxable gain of $ 2.2 million.
The purchase price allocation is subject to revision during the measurement period for normal closing activities, such as income tax filings and settlement of escrow balances, which is expected to be completed by the third quarter of 2026. Based on the initial purchase price allocation, we recorded $ 596.8 million of goodwill, $ 98.9 million of acquired cash, $ 47.5 million of identifiable intangible assets, and assumed $ 1.1 million of other net liabilities, excluding deferred taxes. We also recorded a net deferred tax liability of $ 7.6 million.
The identifiable intangible assets included $ 37.0 million of developed technology, $ 7.3 million of customer relationships, and $ 3.2 million of trademarks. The fair values of the intangible assets were calculated using the relief-from-royalty method for the developed technology, the multi-period excess earnings method for customer relationships, and the relief-from-royalty method for the trademarks. The significant assumptions used to estimate the fair value of the developed technology included projected revenues, the selected royalty rate, the estimated economic life of five years , and an appropriate discount rate. The weighted average amortization period of the acquired intangible assets as of the acquisition date was 5 years.
100

Table o f Contents

The goodwill associated with this business combination is primarily attributable to synergies that are expected to be achieved from the integration of the business and is not deductible for tax purposes. Consistent with the assignment of goodwill, the consolidated results of Prepared are included in our Software and Services reportable segment following the business combination.

Other Business Combinations

During the year ended December 31, 2025, we completed certain business combinations for total purchase consideration of approximately $ 24.0 million primarily to enhance our end-to-end public safety ecosystem. The business combinations were not material to our consolidated statements of operations, either individually or in the aggregate.

2024 Business Combinations

Fusus

On January 31, 2024, we acquired the remaining 79.7 % equity interests in Fusus, LLC (“Fusus”) for incremental consideration transferred of approximately $ 241.3 million. Our existing interest of 20.3 % had a fair value at the acquisition date of $ 63.3  million, which resulted in a non-taxable gain of $ 42.3  million. The acquisition expanded our ability to aggregate live video, data and sensor feeds, which enhances situational awareness and investigative capabilities for our customers in public safety, education and enterprise. We recorded acquisition-related transaction and integration costs of $ 0.1  million and $ 4.7  million for the years ended December 31, 2025 and 2024, respectively.

Based on the final purchase price allocation, we recorded $ 249.9 million of goodwill, $ 72.9 million of identifiable intangible assets, and assumed $ 7.8 million of other net liabilities, excluding deferred taxes. We also recorded a net deferred tax liability of $ 10.4 million. As of the acquisition date, the identifiable intangible assets recognized in the business combination included $ 56.6 million of developed technology, $ 14.4 million of customer relationships, and $ 1.9 million of trademarks. The fair values of the intangible assets were calculated using the multi-period excess earnings method for developed technology, the with-and-without method for customer relationships, and the relief-from-royalty method for trademarks. Valuation inputs included projected revenues, EBITDA margins, technology obsolescence factor, and the discount rate. The weighted-average amortization period of the acquired intangible assets was 7.5 years.

The goodwill associated with this business combination is primarily attributable to synergies that are expected to be achieved from the integration of the business and is not deductible for tax purposes. As a result of the Segment Realignment, the goodwill recognized in the business combination has been reallocated between our two reportable segments and reporting units, Connected Devices and Software and Services.
Dedrone
On October 1, 2024, we acquired the remaining 79.8 % equity interests in Dedrone, a global leader in air space security, for incremental consideration transferred of approximately $ 391.1 million. Our existing interest of 20.2 % had a fair value at the acquisition date of $ 112.2  million, which resulted in a non-taxable gain of $ 51.6  million. We recorded acquisition-related transaction and integration costs of $ 2.0 million and $ 13.0  million for the years ended December 31, 2025 and 2024, respectively.
The purchase price allocation was subject to revision during the measurement period through September 30, 2025. During the year ended December 31, 2025, we recorded various measurement period adjustments primarily consisting of adjustments to working capital resulting in a $ 7.5 million decrease to goodwill. These measurement period adjustments also include $ 3.3 million indemnification assets related to certain pre-acquisition contingencies.
101

Table o f Contents

Based on the final purchase price allocation, including measurement period adjustments, we have recorded $ 443.6 million of goodwill, $ 100.5 million of identifiable intangible assets, and assumed $ 43.9 million of other net liabilities, excluding deferred taxes. We have also recorded a net deferred tax asset of $ 3.1 million. As of the acquisition date, the identifiable intangible assets recognized in the business combination included $ 41.0 million of developed technology, $ 41.0 million of in-process research and development, $ 15.0 million of customer relationships, and $ 3.5 million of trademarks. The fair values of the intangible assets were calculated using the cost approach for developed technology and IPR&D, the with-and-without method for customer relationships, and the relief-from-royalty method for trademarks. The valuation of the developed technology and IPR&D was also supported by an income approach. Valuation inputs included direct development cost build-ups. The weighted-average amortization period of the finite-lived intangible assets was 5.5 years.
The goodwill associated with this business combination is primarily attributable to synergies that are expected to be achieved from the integration of the business and is not deductible for tax purposes. As a result of the Segment Realignment, the goodwill recognized in the business combination has been reallocated between our two reportable segments and reporting units, Connected Devices and Software and Services.

Note 20 – Subsequent Events
Carbyne
In February 2026, we acquired Carbyne Ltd. (“Carbyne”), a leading cloud-native emergency communications and response platform for a base purchase price of $ 625.0  million, subject to customary purchase price adjustments. Prior to closing this transaction, we held an approximately 11 % ownership interest in Carbyne. This transaction is considered a “step acquisition” under GAAP whereby our ownership interest held before the acquisition is required to be remeasured to fair value at the date of the acquisition. Due to the proximity of the closing date of the acquisition to the date of this filing, the initial accounting for the acquisition is not yet complete.
Convertible Notes Redemption
In December 2025, we delivered a notice of redemption to redeem all of our outstanding 2027 Notes in February 2026 at a redemption price equal to 100 % of the principal amount of the notes to be redeemed, together with accrued and unpaid interest. Holders of the 2027 Notes were able to convert their notes prior to the redemption date for cash up to the principal amount of any notes being converted and shares of our common stock for any conversion obligation in excess of the principal amount. We redeemed $ 0.8  million aggregate principal amount of the 2027 Notes on February 10, 2026, and we settled conversions in respect of $ 80.3  million aggregate principal amount of the 2027 Notes on February 11, 2026, with $ 80.3  million in cash and 211,870 shares of our common stock. We received 41,139 shares from option counterparties in connection with the exercises of the 2027 Note Hedges entered into in connection with the issuance of the 2027 Notes. As a result, we have no 2027 Notes outstanding following settlement of the aforementioned redemption.
Strategic Investment Activities
In January and February 2026, we closed a series of transactions to acquire additional equity interests in new and existing strategic investees for an aggregate amount of $ 234.3  million.
102

Table o f Contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of Axon Enterprise, Inc.

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets of Axon Enterprise, Inc. and its subsidiaries (the “Company”) as of December 31, 2025 and 2024, and the related consolidated statements of operations and comprehensive income, of stockholders’ equity and of cash flows for the years then ended, including the related notes (collectively referred to as the "consolidated financial statements"). We also have audited the Company's internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company did not maintain, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO because a material weakness in internal control over financial reporting existed as of that date as the Company did not design and maintain effective controls related to revenue recognition for its customer contracts.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis. The material weakness referred to above is described in Management’s Report on Internal Control over Financial Reporting appearing under Item 9A. We considered this material weakness in determining the nature, timing, and extent of audit tests applied in our audit of the 2025 consolidated financial statements, and our opinion regarding the effectiveness of the Company’s internal control over financial reporting does not affect our opinion on those consolidated financial statements.

Basis for Opinions

The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in management's report referred to above. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

103

Table o f Contents

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit Matters

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Revenue Recognition for Certain Contracts with Customers for Products and Services

As described in Note 1 to the consolidated financial statements, the Company’s net sales were $2.8 billion for the year ended December 31, 2025, a significant portion of which relates to certain contracts with customers for products and services. The Company derives revenue from two primary sources: software-as-a-service (SaaS) offerings and the sale of devices, accessories, and related extended warranties across the Company’s product portfolio. To a lesser extent, the Company also recognizes revenue from training, professional services and other services ancillary to the Company’s core offerings. In general, the Company sells its integrated hardware products and services together in a single transaction. Such contracts can include various combinations of products and services, each of which is generally distinct and accounted for as a separate performance obligation. The contractual term of the Company’s revenue arrangements is based on the period in which there are presently enforceable rights and obligations, which could be shorter than the stated contractual term if the Company’s customers can terminate the contracts for convenience without having to pay a substantive termination penalty. In contracts with no substantive termination penalty, management also considers if the option for the Company’s customer to purchase additional goods or services represents an additional performance obligation in the form of a material right. Determining the revenue recognition for these types of contracts may require significant judgment to determine the contract term, including the existence of substantive termination penalties, determining the transaction price and identifying the performance obligations. Revenues are recognized upon transfer of control of promised products or services to customers.

The principal considerations for our determination that performing procedures relating to revenue recognition for certain contracts with customers for products and services is a critical audit matter are (i) the significant judgment by management when determining the revenue recognition for certain contracts with customers and (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating audit evidence related to management’s determination of the contract term, including the existence of substantive termination penalties, determining the transaction price and identifying the performance obligations. As described in the “Opinions on the Financial Statements and Internal Control over Financial Reporting” section, a material weakness was identified related to this matter.

104

Table o f Contents

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to the revenue recognition process, including controls over contract reviews related to management’s determination of revenue recognition for contracts with customers. These procedures also included, among others, for a sample of revenue transactions, (i) evaluating the reasonableness of management’s judgments related to determining the contract term, including evaluating whether termination penalties are substantive, the determination of the transaction price and the identification of the performance obligations; and (ii) testing the amount and timing of revenue recognized by obtaining and inspecting source documents, such as contracts, purchase orders, invoices, evidence of transfer of control, and cash receipts. These procedures also included confirming a sample of outstanding customer invoice balances as of December 31, 2025 and, for confirmations not returned, obtaining and inspecting source documents, such as contracts, purchase orders, invoices, evidence of transfer of control, and subsequent cash receipts.

/s/ PricewaterhouseCoopers LLP

Phoenix, Arizona
February 24, 2026
We have served as the Company’s auditor since 2024.

105

Table o f Contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors and Shareholders
Axon Enterprise, Inc.

Opinion on the financial statements
We have audited the accompanying consolidated statements of operations and comprehensive income, stockholders’ equity, and cash flows of Axon Enterprise, Inc. (a Delaware corporation) and subsidiaries (the “Company”) for the year ended December 31, 2023, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the results of its operations and its cash flows for the year ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.

Basis for opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ GRANT THORNTON LLP
We served as the Company’s auditor from 2005 to 2024
Phoenix, Arizona
February 27, 2024 (except for Note 18, as to which the date is February 28, 2025)
106

Table o f Contents

Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
None.

Item 9A. Controls and Procedures
Attached as exhibits to this Annual Report on Form 10-K are certifications of the Chief Executive Officer (as the principal executive officer) and Chief Financial Officer (as the principal financial and accounting officer), which are required in accordance with Rule 13a-14 of the Exchange Act. This section includes information concerning the controls and controls evaluations referred to in the certifications. This section should be read in conjunction with the certifications for a more complete understanding of the topics presented. PricewaterhouseCoopers LLP has independently audited the effectiveness of our internal control over financial reporting as of December 31, 2025 and its report is included in Item 8 of this Annual Report.

Evaluation of Disclosure Controls and Procedures
Our Chief Executive Officer and Chief Financial Officer are responsible for the evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of December 31, 2025, the end of the period covered by this Annual Report on Form 10-K. Our disclosure controls and procedures are designed to ensure that information we are required to disclose in reports that we file or submit under the Exchange Act, as amended, is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. Based on this evaluation, our Chief Executive Officer and our Chief Financial Officer have concluded that our disclosure controls and procedures were not effective as of December 31, 2025, as a result of the material weakness in internal control over financial reporting discussed below.

Notwithstanding the material weakness, and based on the additional analyses and other procedures management performed to ensure that its consolidated financial statements included in this Annual Report on Form 10-K were prepared in accordance with U.S. GAAP, we have concluded that the consolidated financial statements fairly present in all material respects our financial condition, results of operations, and cash flows for the periods presented in conformity with accounting principles generally accepted in the U.S.

Management's Report on Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act). Management has assessed the effectiveness of our internal control over financial reporting as of December 31, 2025 based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this evaluation, management concluded that the Company's internal control over financial reporting was not effective as of December 31, 2025 as a result of the material weakness described below.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis. The Company did not design and maintain effective controls related to revenue recognition for its customer contracts. Specifically, the Company did not design and maintain controls to update its revenue recognition policies to reflect changes in product offerings or terms and conditions of arrangements with customers to ensure revenue was appropriately recognized and disclosed in accordance with U.S. GAAP. This material weakness resulted in immaterial errors related to revenue, related contract assets and liabilities, and the remaining performance obligations disclosure as of and for each of the interim and annual periods during 2023 and 2024. Additionally, the material weakness could result in a misstatement of the aforementioned accounts and disclosure that would result in a material misstatement to the annual or interim consolidated financial statements that would not be prevented or detected.

Our independent registered public accounting firm, PricewaterhouseCoopers LLP, has audited the effectiveness of the Company’s internal control over financial reporting as of December 31, 2025 as stated in their report which appears in Item 8 of this Annual Report.

107

Table o f Contents

Remediation Efforts to Address the Material Weakness

We are committed to maintaining strong internal control over financial reporting. In relation to the material weakness, management, with oversight from the Company’s Audit Committee, continued to execute the remediation plan as disclosed in Part II, Item 9A of our amended 2024 Annual Report on Form 10-K/A. During the fourth quarter of 2025, we completed the design and implementation of control activities to i) periodically assess our revenue accounting policies, ii) make updates to the policies to reflect changes in product offerings or terms and conditions of the arrangements with customers, and iii) monitor and appropriately account for our existing and new revenue streams.

We expect to conclude that the material weakness is remediated once we determine that the applicable controls have operated effectively for a sufficient period of time.

Changes in Internal Control over Financial Reporting

The remediation efforts described above are changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal quarter ended December 31, 2025, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
108

Table o f Contents

Item 9B. Other Information
Rule 10b5-1 Director and Officer Trading Arrangements
The table below describes the contracts, instructions or written plans for the purchase or sale of securities adopted or terminated by our directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) during the three months ended December 31, 2025, that are intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

Name and Title Action Date of Adoption Expiration Date Aggregate Number of Securities to be Sold
Julie Cullivan ,
Director
Adoption November 14, 2025 June 30, 2026 1,187  
Cameron Brooks ,
Chief Revenue Officer
Adoption December 8, 2025 December 31, 2026 7,944   (1)

Jeri Williams ,
Director
Adoption December 8, 2025 June 5, 2026 380  
Joshua Isner ,
President
Adoption December 17, 2025 December 31, 2026 52,480   (1)

Hadi Partovi ,
Director
Adoption December 17, 2025 June 30, 2027 40,000  

(1) Reflects the maximum number of shares to be sold, excluding the effect of shares withheld for taxes
No other Rule 10b5-1 trading arrangements or “non-Rule 10b5-1 trading arrangements” (as defined by Item 408(c) of Regulation S-K) were entered into , modified or terminated by our directors or officers during such period.

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
None.

PART III

Item 10.     Directors, Executive Officers and Corporate Governance
The information required to be disclosed by this item is incorporated herein by reference to our definitive proxy statement for the 2026 Annual Meeting of Shareholde rs (the “ 2026 Proxy Statement”), which we expect to file with the SEC within 120 days after the end of our fiscal year ended December 31, 2025.
We have adopted insider trading policies and procedures governing the purchase, sale, and other dispositions of securities of Axon by the Company, directors, officers, and employees that we believe are reasonably designed to promote compliance with insider trading laws, rules and regulations. Our insider trading policy states, among other things, that the Company and our directors, officers, and employees are prohibited from trading in such securities while in possession of material, nonpublic information. The foregoing summary of our insider trading policies and procedures does not purport to be complete and is qualified by reference to our Insider Trading Policy incorporated herein by reference to Exhibit 19.1 to the original 2024 Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on February 28, 2025.

Item 11.     Executive Compensation
The information required to be disclosed by this item is incorporated herein by reference to our 2026 Proxy Statement.
109

Table o f Contents

Item 12.     Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
A description of our equity compensation plans approved by our shareholders is included in Note 14 in Part II, Item 8 of this Annual Report on Form 10-K. The following table provides details of our equity compensation plans at December 31, 2025:

Plan Category Number of
Securities to be
Issued upon
Exercise of Outstanding
Options, Warrants and Rights
(a) Weighted
Average
Exercise Price
of Outstanding Options,
Warrants and Rights
(b) (1)
Number of Securities
Remaining Available for
Future Issuance Under Equity
Compensation Plans (Excluding Securities
Reflected
in Column (a)) (c)
Equity compensation plans approved by security holders 5,072,072 $ 28.58 2,805,939
Equity compensation plans not approved by security holders (2)
— — 112,505
Total 5,072,072 2,918,444

________________________________________________________
(1) The weighted average exercise price is calculated based solely on the exercise prices of the outstanding stock options and does not reflect the shares that will be issued upon the vesting of outstanding awards of RSUs that have no exercise price.
(2) In September 2022, our Board of Directors adopted the Axon Enterprise, Inc. 2022 Stock Inducement Plan (the “2022 Inducement Plan”) pursuant to which we reserved 250,000 shares of common stock for issuance under the 2022 Inducement Plan. In September 2019, our Board of Directors adopted the Axon Enterprise, Inc. 2019 Stock Inducement Plan (the “2019 Inducement Plan” and, together with the 2022 Inducement Plan, the “Inducement Plans”) pursuant to which we reserved 500,000 shares of common stock for issuance under the 2019 Inducement Plan. The Inducement Plans were adopted without shareholder approval pursuant to Rule 5635(c)(4) and Rule 5635(c)(3) of the Nasdaq Listing Rules. Each Inducement Plan provides for the grant of equity-based awards, including restricted stock, RSUs, performance shares and PSUs, and its terms are substantially similar to our shareholder-approved Amended 2022 Plan and the Axon Enterprise, Inc. 2019 Stock Incentive Plan, respectively. In accordance with Rule 5635(c)(4) and Rule 5635(c)(3) of the Nasdaq Listing Rules, awards under each Inducement Plan may only be made to individuals not previously employees or non-employee directors of the Company (or following such individuals’ bona fide period of non-employment with the Company), as an inducement material to the individuals’ entry into employment with the Company.
All other information required to be disclosed by this item is incorporated herein by reference to our 2026 Proxy Statement.

Item 13.     Certain Relationships and Related Transactions, and Director Independence
The information required to be disclosed by this item is incorporated herein by reference to our 2026 Proxy Statement.

Item 14.     Principal Accountant Fees and Services
The information required to be disclosed by this item is incorporated herein by reference to our 2026 Proxy Statement.

PART IV

Item 15.     Exhibits and Financial Statement Schedules
(a) The following documents are filed as part of this report:
1. Consolidated financial statements: All consolidated financial statements as set forth under Part II, Item 8 of this 2025 Annual Report.
110

Table o f Contents

2. Supplementary Financial Statement Schedules: Supplementary schedules have not been included because they are not applicable or because the information is included elsewhere in the consolidated financial statements or notes thereto.
3. Exhibits:

Exhibit
Number Description
3.1 Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Quarterly Report on Form 10-Q, filed August 9, 2022)

3.2 Bylaws, as amended and restated (incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K, filed December 21, 2023)

4.1 Form of Common Stock Certificate (incorporated by reference to Exhibit 4.2 to Registration Statement on Form SB-2, effective May 11, 2001 (Registration No. 333-55658))

4.2 Description of Securities of Axon Enterprise, Inc. registered under Section 12 of the Exchange Act (incorporated by reference to Exhibit 4.2 to the Annual Report on Form 10-K, filed February 27, 2024)

4.3 Indenture, dated as of December 9, 2022, between Axon Enterprise, Inc. and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K, filed December 9, 2022)

4.4 Form of 0.50% Convertible Senior Note due 2027 (incorporated by reference to Exhibit A in Exhibit 4.1 to the Current Report on Form 8-K, filed December 9, 2022)

4.5 Indenture relating to the 2030 Senior Notes, dated as of March 11, 2025, between Axon Enterprise, Inc. and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K, filed March 11, 2025)

4.6 Indenture relating to the 2033 Senior Notes, dated as of March 11, 2025, between Axon Enterprise, Inc. and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K, filed March 11, 2025)

4.7 Form of 6.125% Senior Notes due 2030 (incorporated by reference to Exhibit A in Exhibit 4.1 to the Current Report on Form 8-K, filed March 11, 2025)

4.8 Form of 6.250% Senior Notes due 2033 (incorporated by reference to Exhibit A in Exhibit 4.2 to the Current Report on Form 8-K, filed March 11, 2025)

10.1+ Form of Indemnification Agreement between the Company and its directors (incorporated by reference to Exhibit 10.4 to Registration Statement on Form SB-2, effective May 11, 2001 (Registration No. 333-55658))

10.2+ Form of Indemnification Agreement between the Company and its officers (incorporated by reference to Exhibit 10.5 to Registration Statement on Form SB-2, effective May 11, 2001 (Registration No. 333-55658))

10.3+ TASER International, Inc. Deferred Compensation Plan (incorporated by reference to Exhibit 10.1 to Form 8-K, filed on July 12, 2013)

10.4+ CEO Performance Award (incorporated by reference to Annex A of the Company’s Proxy Statement, filed on April 13, 2018)

10.5+ Axon Enterprise, Inc. 2019 Stock Incentive Plan (incorporated by reference to Annex A of the Company’s Proxy Statement, filed on December 31, 2018)

10.6+ Axon Enterprise, Inc. 2019 Stock Incentive Plan Exponential Stock Unit Grant Notice (incorporated by reference to Annex B of the Company’s Proxy Statement, filed on December 31, 2018)

10.7+ Executive Employment Agreement by and between Axon Enterprise, Inc. and Joshua M. Isner (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K, filed June 4, 2019)

10.8+ Executive Employment Agreement by and between Axon Enterprise, Inc. and Jeffrey C. Kunins, dated September 23, 2019 (incorporated by reference to Exhibit 10.16 to the Annual Report on Form 10-K, filed February 28, 2020)

10.9+ Axon Enterprise, Inc. 2019 Stock Inducement Plan (incorporated by reference to Exhibit 99.1 to the registration statement on Form S-8, filed September 23, 2019)

10.10+ Auction Statement from the Company to the Arizona State Land Department (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q, filed November 6, 2020)

111

Table o f Contents

Exhibit
Number Description
10.11± Construction Management Agreement, dated February 23, 2022, by and between Axon Enterprise, Inc. and Okland Construction Company, Inc. (incorporated by reference to Exhibit 10.19 to the Annual Report on Form 10-K, filed February 24, 2022)

10.12+ Axon Enterprise, Inc. 2022 Stock Incentive Plan (incorporated by reference to Annex B of the Company’s Proxy Statement, filed April 8, 2022)

10.13+ Axon Enterprise, Inc. 2022 Stock Inducement Plan (incorporated by reference to Exhibit 99.1 to the registration statement on Form S-8, filed September 23, 2022)

10.14+ Executive Employment Agreement by and between Axon Enterprise, Inc. and Brittany Bagley (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q, filed November 9, 2022)

10.15 Form of Convertible Note Hedge Confirmation (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K, filed December 9, 2022)

10.16 Form of Warrant Confirmation (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K, filed December 9, 2022)

10.17 Credit Agreement, dated December 15, 2022, by and between Axon Enterprise, Inc. and JPMorgan Chase Bank, N.A. (incorporated by reference to Exhibit 10.24 to the Annual Report on Form 10-K, filed February 28, 2023)

10.18+ Employment Agreement, dated December 8, 2023, by and between Axon Enterprise, Inc. and Patrick W. Smith (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K, filed December 14, 2023)

10.19+ Letter Agreement, dated December 8, 2023, by and between Axon Enterprise, Inc. and Patrick W. Smith (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K, filed December 14, 2023)

10.20+ Axon Enterprise, Inc. Amended and Restated 2022 Stock Incentive Plan, effective as of May 10, 2024 (incorporated by reference to the Definitive Proxy Statement, filed on March 29, 2024).

10.21+ Axon Enterprise, Inc. eXponential Stock Plan, effective as of May 10, 2024 (incorporated by reference to the Definitive Proxy Statement, filed on March 29, 2024).

10.22+ CEO Performance Award, effective as of December 22, 2023 (incorporated by reference to the Definitive Proxy Statement, filed on March 29, 2024).

10.23 Distribution Agreement, dated May, 2024, by and between Axon Enterprise, Inc. and J.P. Morgan Securities LLC. (incorporated by reference to Exhibit 1.1 to the Current Report on Form 8-K, filed May 13, 2024)

10.24+ Executive Employment Agreement by and between Axon Enterprise, Inc. and Cameron Brooks, dated April 12, 2024

10.25 Amendment No. 1, dated March 11, 2025, amending the Credit Agreement dated December 15, 2022, among, the Company, the Lenders party thereto and the Administrative Agent (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K, filed March 11, 2025)

19.1 Axon Enterprise, Inc. Insider Trading Policy (incorporated herein by reference to Exhibit 19.1 to the Original 2024 Annual Report on Form 10-K of Axon Enterprise, Inc. filed on February 28, 2025)

21.1* List of Subsidiaries

23.1* Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm

23.2* Consent of Grant Thornton, LLP, independent registered public accounting firm

24.1* Powers of attorney (see signature page)

31.1* Principal Executive Officer Certification pursuant to Rule 13a-14(a) or Rule 15d-14(a)

31.2* Principal Financial Officer Certification pursuant to Rule 13a-14(a) or Rule 15d-14(a)

32** Principal Executive Officer and Principal Financial Officer Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

97 Axon Enterprise, Inc. Incentive Compensation Recovery Policy (incorporated by reference to Exhibit 97 to the Annual Report on Form 10-K, filed February 27, 2024)

101.INS* Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH* Inline XBRL Taxonomy Extension Schema Document

112

Table o f Contents

Exhibit
Number Description
101.CAL* Inline XBRL Taxonomy Calculation Linkbase Document
101.LAB* Inline XBRL Taxonomy Label Linkbase Document
101.PRE* Inline XBRL Taxonomy Presentation Linkbase Document
104 The cover page from the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, formatted in Inline XBRL

+ Management contract or compensatory plan or arrangement
* Filed herewith
** Furnished herewith
± Certain confidential portions of this Exhibit were omitted by means of marking such portions with brackets (“[***]”) because the identified confidential portions (i) are not material and (ii) would be competitively harmful if publicly disclosed.

Item 16.     Form 10-K Summary
Not applicable.
113

Table o f Contents

SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

AXON ENTERPRISE, INC.

Date: February 24, 2026

By: /s/ PATRICK SMITH
Chief Executive Officer, Director
(Principal Executive Officer)

Date: February 24, 2026
By: /s/ BRITTANY BAGLEY
Chief Operating Officer and Chief Financial Officer
(Principal Financial Officer)

114

Table o f Contents

POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS , that each person whose signature appears below constitutes and appoints Patrick Smith his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her in any and all capacities, to sign any amendments to this Annual Report on Form 10-K, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature Title Date

/s/ PATRICK SMITH Chief Executive Officer, Director
(Principal Executive Officer) February 24, 2026

Patrick Smith

/s/ BRITTANY BAGLEY
Chief Operating Officer and Chief Financial Officer
(Principal Financial Officer) February 24, 2026

Brittany Bagley

/s/ JENNIFER MAK
Chief Accounting Officer
(Principal Accounting Officer) February 24, 2026

Jennifer Mak

/s/ JULIE CULLIVAN Director February 24, 2026

Julie Cullivan

/s/ CAITLIN KALINOWSKI Director February 24, 2026

Caitlin Kalinowski

/s/ MATTHEW MCBRADY Director February 24, 2026

Matthew McBrady

/s/ TODD MORGENFELD Director February 24, 2026

Todd Morgenfeld

/s/ HADI PARTOVI Director February 24, 2026

Hadi Partovi

/s/ GRAHAM SMITH Director February 24, 2026

Graham Smith

/s/ JERI WILLIAMS Director February 24, 2026

Jeri Williams

115