SEC EDGAR · 10-K

10-K – 2026-02-25 – trmb-20260102.htm

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Omsättning

• fluctuations in foreign currency exchange rates; | • our ability to convert backlog to revenue; | • the portion of our revenue expected to come from sales to customers located in countries outside of the U.S.;
• our ability to convert backlog to revenue; | • the portion of our revenue expected to come from sales to customers located in countries outside of the U.S.; | • our plans to continue to invest in research and development for the active development and introduction of new products and to deliver targeted solutions to the markets we serve;
• our plans to continue to invest in research and development for the active development and introduction of new products and to deliver targeted solutions to the markets we serve; | • our shift towards a more significant mix of recurring revenue and the impact on our business; | • our belief that increases in recurring revenue will provide us with enhanced business visibility over time;
• our shift towards a more significant mix of recurring revenue and the impact on our business; | • our belief that increases in recurring revenue will provide us with enhanced business visibility over time; | • our growth strategy and its impact on our revenue mix, growth, and profita bility;
• our belief that increases in recurring revenue will provide us with enhanced business visibility over time; | • our growth strategy and its impact on our revenue mix, growth, and profita bility; | • our expectations regarding the execution and impact of the Connect & Scale strategy;
• Focus on platforms, software, services, and data. Software and services targeted for the needs of vertical end markets are fundamental elements of our solutions and are core to our growth strategy. Our software is connecting stakeholders and their data across workflows and across the industry lifecycle continuums of our served industries. Together, our software and services solutions integrate and optimize workflows through data and AI, improving productivity across our subscriptions, maintena | • Address attractive markets with significant growth and profitability potential. We focus on large markets historically underserved by technology that offer significant potential for long-term revenue growth, profitability, and market leadership. We serve multi-trillion-dollar global industries that operate in demanding environments with technology adoption in the earlier phases relative to other industries. With the growth in mobile and cloud computing capabilities, increasing technological kn | • Capitalize on domain knowledge and technological innovation that benefit a diverse customer base. Over time, we have redefined our technological focus from hardware-driven point solutions to integrated work process solutions and to industry ecosystems by developing domain expertise and heavily reinvesting in research and development (“R&D”) and acquisitions. We have over 1,000 unique patents reflective of our technology portfolio and deep domain knowledge to deliver specific, targeted solution
• Capitalize on domain knowledge and technological innovation that benefit a diverse customer base. Over time, we have redefined our technological focus from hardware-driven point solutions to integrated work process solutions and to industry ecosystems by developing domain expertise and heavily reinvesting in research and development (“R&D”) and acquisitions. We have over 1,000 unique patents reflective of our technology portfolio and deep domain knowledge to deliver specific, targeted solution | • Drive geographic expansion with a localization strategy. We view international expansion as an important element of our strategy, and we continue to position ourselves in geographic markets that will serve as important sources of future growth. Products are sold in more than 160 countries through dealers, joint ventures, original equipment manufacturers (“OEMs”), and other channels throughout the world, as well as direct sales to end users. Sales are supported by our own offices located in ove | • Optimize go-to-market strategies to best access our markets. We utilize vertically focused go-to-market strategies that leverage domain expertise to best serve the needs of individual markets both domestically and abroad. These go-to-market capabilities include: direct sales to end users; independent dealers; joint ventures, including with Caterpillar, AGCO Corporation (“AGCO”), Hilti, and Nikon; OEM arrangements; and distribution alliances with key partners. This
• Drive geographic expansion with a localization strategy. We view international expansion as an important element of our strategy, and we continue to position ourselves in geographic markets that will serve as important sources of future growth. Products are sold in more than 160 countries through dealers, joint ventures, original equipment manufacturers (“OEMs”), and other channels throughout the world, as well as direct sales to end users. Sales are supported by our own offices located in ove | • Optimize go-to-market strategies to best access our markets. We utilize vertically focused go-to-market strategies that leverage domain expertise to best serve the needs of individual markets both domestically and abroad. These go-to-market capabilities include: direct sales to end users; independent dealers; joint ventures, including with Caterpillar, AGCO Corporation (“AGCO”), Hilti, and Nikon; OEM arrangements; and distribution alliances with key partners. This | 2

Återkommande intäkter

• our plans to continue to invest in research and development for the active development and introduction of new products and to deliver targeted solutions to the markets we serve; | • our shift towards a more significant mix of recurring revenue and the impact on our business; | • our belief that increases in recurring revenue will provide us with enhanced business visibility over time;
• our shift towards a more significant mix of recurring revenue and the impact on our business; | • our belief that increases in recurring revenue will provide us with enhanced business visibility over time; | • our growth strategy and its impact on our revenue mix, growth, and profita bility;
• Pursue strategic and targeted acquisitions, divestitures, joint ventures, and investments. | Our focus on these growth drivers has led to sustained revenue and profitability, evolving into a more streamlined and resilient business model. We continue to experience a shift toward a more significant mix of recurring revenue as demonstrated by our success in driving annualized recurring revenue (“ARR”) of $2,392.3 million, which represents growth of 6% year-over-year at the end of 2025. Excluding the impact of foreign currency, acquisitions, and divestitures, organic ARR growth was 14%. Thi | As our solutions have expanded, our go-to-market model has also evolved with a balanced mix between direct, distribution, and OEM customers as well as enterprise-level customer relationships.
As our solutions have expanded, our go-to-market model has also evolved with a balanced mix between direct, distribution, and OEM customers as well as enterprise-level customer relationships. | Throughout this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section, we refer to organic revenue growth, which is a non-GAAP measure. For a full definition of ARR, organic ARR, and organic revenue growth as used in this discussion and analysis, refer to the “Supplemental Disclosure of Non-GAAP Financial Measures and Annualized Recurring Revenue” found later in this Item 7. | Impact of Recent Events on Our Business
Macroeconomic Conditions | Macroeconomic conditions continue to present significant challenges globally, driven by geopolitical tensions, tariff and trade policies, exchange rate and interest rate volatility, and persistent inflationary pressures. The heightened trade tensions and related imposition of tariffs and export control restrictions between the United States and its trading partners, the extent and duration of these tariffs, and their impact on global economic conditions remain uncertain and depend on various fac
Overview | The following table shows revenue by category, gross margin and gross margin as a percentage of revenue, operating income and operating income as a percentage of revenue, diluted earnings per share, and annualized recurring revenue compared for the periods indicated:
Annualized Recurring Revenue (“ARR”) (1) | $ 2,392.3 $ 2,257.8 $ 134.5 6%
(1) Refer to “Supplemental Disclosure of Non-GAAP Financial Measures and Annualized Recurring Revenue” of this report for definitions. | Basis of Presentation

EBITDA

ADJUSTED EBITDA: | GAAP operating income: $ 592.0 16.5 % $ 460.7 12.5 %
Income from equity method investments, net 9.3 13.9 | Adjusted EBITDA $ 1,046.2 29.2 % $ 1,000.4 27.2 %
Adjusted EBITDA | We define Adjusted EBITDA as non-GAAP operating income plus depreciation expense, cloud computing amortization, and income from equity method investments, net, excluding our proportionate share of items such as goodwill impairment, amortization of purchased intangibles, stock-based compensation, and restructuring costs. Other companies may define Adjusted EBITDA differently. Adjusted EBITDA is a performance measure that we believe offers a useful view of the overall operations of our business be
Adjusted EBITDA | We define Adjusted EBITDA as non-GAAP operating income plus depreciation expense, cloud computing amortization, and income from equity method investments, net, excluding our proportionate share of items such as goodwill impairment, amortization of purchased intangibles, stock-based compensation, and restructuring costs. Other companies may define Adjusted EBITDA differently. Adjusted EBITDA is a performance measure that we believe offers a useful view of the overall operations of our business be | Explanations of Non-GAAP adjustments

Rörelseresultat

Business Segments and Markets | Our segments are distinguished by the markets they serve. Each segment consists of businesses that are responsible for product development, marketing, sales, strategy, and financial performance. We report our financial performance, including revenue and operating income, based on three reportable segments: Architects, Engineers, Construction, and Owners (“AECO”), Field Systems, and Transportation and Logistics (“T&L”). For further financial information about our segments, see Note 8 “Segment and
Overview | The following table shows revenue by category, gross margin and gross margin as a percentage of revenue, operating income and operating income as a percentage of revenue, diluted earnings per share, and annualized recurring revenue compared for the periods indicated:
Gross margin as a % of revenue 69.1 % 65.1 % | Operating income $ 592.0 $ 460.7 $ 131.3 29% | Operating income as a % of revenue 16.5 % 12.5 %
Operating income $ 592.0 $ 460.7 $ 131.3 29% | Operating income as a % of revenue 16.5 % 12.5 % | Diluted earnings per share $ 1.76 $ 6.09 $ (4.33) (71)%
Non-GAAP operating income (1) | $ 988.1 $ 937.2 $ 50.9 5%
$ 988.1 $ 937.2 $ 50.9 5% | Non-GAAP operating income as a % of revenue (1) | 27.5 % 25.4 %
Gross margin and gross margin as a percentage of revenue increased due to the improved mix of higher margin subscription and software term license sales, lower intangible amortization expense due to fully amortized intangibles, as well as the divestiture of lower margin businesses. | Operating Income | Operating income and operating income as a percentage of revenue increased primarily due to organic revenue and gross margin expansion, and to a lesser extent, lower acquisition and divestiture transaction expenses, partially offset by the loss of divestiture income. In addition to organic revenue and gross margin expansion, operating income as a percentage of revenue was favorably impacted by the loss of lower margin divestiture income.
Operating Income | Operating income and operating income as a percentage of revenue increased primarily due to organic revenue and gross margin expansion, and to a lesser extent, lower acquisition and divestiture transaction expenses, partially offset by the loss of divestiture income. In addition to organic revenue and gross margin expansion, operating income as a percentage of revenue was favorably impacted by the loss of lower margin divestiture income.

Periodens resultat

Changes in our effective tax rate may reduce our net income in future periods | We are subject to income and other taxes in the United States and numerous foreign jurisdictions. Significant judgment is required to determine and estimate worldwide tax liabilities. While we believe our tax positions are consistent with the tax laws in the jurisdictions in which we conduct our business, it is possible that these positions may be contested or overturned by jurisdictional tax authorities, which may have a significant impact on our global provision for income taxes. Our effective
Non-GAAP income tax provision: $ 159.4 17.4 % $ 148.7 17.4 % | NET INCOME: | GAAP net income: $ 424.0 $ 1,504.4
NET INCOME: | GAAP net income: $ 424.0 $ 1,504.4 | Amortization of purchased intangible assets (A) 172.0 199.0
(74.0) 352.8 | Non-GAAP net income: $ 756.3 $ 704.4 | DILUTED NET INCOME PER SHARE:
Non-GAAP net income: $ 756.3 $ 704.4 | DILUTED NET INCOME PER SHARE: | GAAP diluted net income per share: $ 1.76 $ 6.09
DILUTED NET INCOME PER SHARE: | GAAP diluted net income per share: $ 1.76 $ 6.09 | Amortization of purchased intangible assets (A) 0.71 0.80
(0.31) 1.43 | Non-GAAP diluted net income per share: $ 3.13 $ 2.85
We define non-GAAP income tax provision as the GAAP income tax provision adjusted for the tax effects of the non-GAAP pre-tax adjustments (A) through (D), excluding certain tax charges and benefits such as net deferred tax impacts resulting from tax amortization related to a non-U.S. intercompany transfer of intellectual property and certain acquisitions, deferred tax impacts from global intangible low-taxed income, significant reserve releases upon the expiration of statute of limitations and a | Non-GAAP net income | We define Non-GAAP net income as GAAP net income, excluding the effects of amortization of purchased intangible assets, acquisition/divestiture items, stock-based compensation, restructuring and other costs, and non-GAAP tax adjustments. This measure provides a supplemental view of net income trends, which are driven by non-GAAP income before taxes and our non-GAAP tax rate.

Resultat per aktie

Overview | The following table shows revenue by category, gross margin and gross margin as a percentage of revenue, operating income and operating income as a percentage of revenue, diluted earnings per share, and annualized recurring revenue compared for the periods indicated:
Operating income as a % of revenue 16.5 % 12.5 % | Diluted earnings per share $ 1.76 $ 6.09 $ (4.33) (71)%
27.5 % 25.4 % | Non-GAAP diluted earnings per share (1) | $ 3.13 $ 2.85 $ 0.28 10%
Note 2. Earnings per Share | 52
Net income $ 424.0 $ 1,504.4 $ 311.3 | Earnings per share: | Basic $ 1.77 $ 6.13 $ 1.26
Diluted $ 1.76 $ 6.09 $ 1.25 | Shares used in calculating earnings per share: | Basic 239.2 245.5 247.9
NOTE 2: EARNINGS PER SHARE | Basic earnings per share is computed based on the weighted-average number of shares of common stock outstanding during the period. Diluted earnings per share is computed based on the weighted-average number of shares of common stock outstanding during the period plus additional shares of common stock that would have been outstanding if potentially dilutive securities had been issued. Potentially dilutive shares of common stock include outstanding stock options, restricted stock units (“RSUs”), c
NOTE 2: EARNINGS PER SHARE | Basic earnings per share is computed based on the weighted-average number of shares of common stock outstanding during the period. Diluted earnings per share is computed based on the weighted-average number of shares of common stock outstanding during the period plus additional shares of common stock that would have been outstanding if potentially dilutive securities had been issued. Potentially dilutive shares of common stock include outstanding stock options, restricted stock units (“RSUs”), c | The following table shows the computation of basic and diluted earnings per share:

Kassaflöde

Our subscription models provide our customers with the right to access certain of our software in a hosted environment or use downloaded software for a specified subscription period. Market acceptance of such offerings is affected by a variety of factors, such as security, reliability, performance, current license terms, customer preference and industry adoption, social/community engagement, customer concerns with entrusting a third party to store and manage their data, public concerns regarding | We continually re-evaluate our software licensing programs and subscription programs, including specific license models, delivery methods, and terms and conditions. Changes to our licensing programs and subscription programs, including the introduction of new subscription services for integrated solutions that include hardware, the timing of the release of enhancements, upgrades, maintenance releases, the term of the contract, discounts, and promotions, could impact the timing of the recognition | We have identified material weaknesses in our internal control over financial reporting, and if our remediation of such material weaknesses is not effective, it could impact our ability to produce timely and accurate financial statements or comply with applicable laws and regulations.
Financial and tax risks | Our debt could adversely affect our cash flow and prevent us from fulfilling our financial obligations | At the end of 2025, our total debt, comprised of senior notes, was $1.4 billion. When our senior notes mature, we will have to utilize significant resources to repay these senior notes or seek to refinance them. If we decide to refinance the senior notes, we may be required to do so on different or less favorable terms, which may adversely affect our results of operation. Any downgrade by credit rating agencies could adversely affect our cost of borrowing, limit our access to the capital markets
• decreasing our business flexibility, limiting access to capital, and/or increasing our borrowing costs; | • requiring us to dedicate a portion of our cash flow from operations and other capital resources to debt service, thereby reducing our ability to fund working capital, capital expenditures, general corporate purposes, and other cash requirements, particularly if the ratings assigned to our debt securities by rating organizations were revised downward; | • increasing our vulnerability to adverse economic and industry conditions;
Mobility Divestiture | On February 8, 2025, we completed the sale of our Mobility business to Platform Science in exchange for equity ownership interests with a fair value of $253.9 million. The fair value was based on unobservable inputs, including discounted cash flow projections, market comparables, and an option pricing model. Following the closing of the transaction, we own, or have rights | 27
When acquiring a business, we allocate the purchase consideration to the assets acquired (including intangible assets) and liabilities assumed based on their fair values at the acquisition date. Any purchase consideration in excess of the fair values of the net assets acquired is recorded as goodwill. | When divesting a business, a significant portion of the gain or loss may be impacted by the goodwill allocated to the divested business and the fair value of any equity interests acquired in exchange for the disposal group. We allocate a portion of the applicable reporting unit’s goodwill to the divested business using the ratio of the fair value of the divested business compared to the fair value of the reporting unit. The fair value of the reporting units, divested businesses, and acquired equ | We evaluate goodwill on an annual basis in our fourth quarter or more frequently if indicators of potential impairment exist. To determine whether goodwill is impaired, we first assess qualitative factors. Qualitative factors include, but are not limited to, macroeconomic conditions, industry and market considerations, cost factors, overall financial performance, or other relevant company-specific events. If it is determined more likely than not that the fair value of a goodwill reporting unit i
(In millions) 2025 2024 2023 | Cash flow from operating activities: | Net income $ 424.0 $ 1,504.4 $ 311.3
Net cash provided by operating activities 386.2 531.4 597.1 | Cash flow from investing activities: | Divestitures of businesses, net of cash divested ( 4.4 ) 1,923.4 17.0
Net cash (used in) provided by investing activities ( 37.0 ) 1,861.1 ( 2,068.1 ) | Cash flow from financing activities: | Issuance of common stock, net of tax withholdings 0.6 ( 6.5 ) 6.7

Likvida medel

• our ability to conduct, suspend, or discontinue our stock repurchase program subject to the discretion of our management; | • our belief that our cash and cash equivalents and borrowings, along with cash provided by operations, will be sufficient in the foreseeable future to meet our anticipated operating cash needs, including expenditures related to our Connect & Scale strategy, debt service, stock repurchases, and any acquisitions; | • our commitment to sustainability matters;
(In millions, except percentages) | Cash and cash equivalents (1) | $ 253.4 $ 747.8 $ (494.4) (66) %
(868.4) (1,864.2) 995.8 (53) % | Effect of exchange rate changes on cash and cash equivalents 24.8 (19.4) 44.2 (228) % | Net (decrease) increase in cash and cash equivalents $ (494.4) $ 508.9
Effect of exchange rate changes on cash and cash equivalents 24.8 (19.4) 44.2 (228) % | Net (decrease) increase in cash and cash equivalents $ (494.4) $ 508.9
(1) Includes $9.0 million of cash and cash equivalents classified as held for sale as of January 3, 2025. | Operating Activities
The decrease in cash used in financing activities was primarily driven by the $1.7 billion repayment of debt in the prior year, offset by $688.4 million higher cash paid in repurchases of common stock compared to the prior year. | Cash and Cash Equivalents | We believe that our cash and cash equivalents and available borrowing capacity under our existing lines of credit, along with cash provided by operations, will be sufficient in the foreseeable future to meet our anticipated operating cash needs, including additional software and technology expenditures related to our Connect & Scale strategy, debt service, acquisitions, and any stock repurchases under the stock repurchase program.
Cash and Cash Equivalents | We believe that our cash and cash equivalents and available borrowing capacity under our existing lines of credit, along with cash provided by operations, will be sufficient in the foreseeable future to meet our anticipated operating cash needs, including additional software and technology expenditures related to our Connect & Scale strategy, debt service, acquisitions, and any stock repurchases under the stock repurchase program. | In December 2025, we entered into a credit agreement for a five-year unsecured revolving loan facility in an aggregate principal amount of $1.25 billion (the “2025 Credit Facility”), which replaced the 2022 credit facility (the “2022 Credit Facility”). The 2025 Credit Facility contains an option to increase the borrowing to up to $1.75 billion with lender approval. As of January 2, 2026, there was no outstanding debt under the 2025 Credit Facility.
Current assets: | Cash and cash equivalents $ 253.4 $ 738.8

Nettoskuld

(In millions) | Net cash provided by operating activities $ 386.2 $ 531.4 $ (145.2) (27) % | Net cash (used in) provided by investing activities (37.0) 1,861.1 (1,898.1) (102) %
Net cash provided by operating activities $ 386.2 $ 531.4 $ (145.2) (27) % | Net cash (used in) provided by investing activities (37.0) 1,861.1 (1,898.1) (102) % | Net cash used in financing activities
Net cash (used in) provided by investing activities (37.0) 1,861.1 (1,898.1) (102) % | Net cash used in financing activities | (868.4) (1,864.2) 995.8 (53) %
Net income $ 424.0 $ 1,504.4 $ 311.3 | Adjustments to reconcile net income to net cash provided by operating activities:
Other current and non-current liabilities ( 30.7 ) ( 52.5 ) ( 2.4 ) | Net cash provided by operating activities 386.2 531.4 597.1 | Cash flow from investing activities:
Other, net ( 2.9 ) ( 6.7 ) 45.8 | Net cash (used in) provided by investing activities ( 37.0 ) 1,861.1 ( 2,068.1 ) | Cash flow from financing activities:
Other, net ( 5.6 ) ( 4.5 ) ( 29.4 ) | Net cash (used in) provided by financing activities ( 868.4 ) ( 1,864.2 ) 1,431.5 | Effect of exchange rate changes on cash and cash equivalents 24.8 ( 19.4 ) 7.4

Eget kapital

Consolidated Statements of Stockholders’ Equity | 45
Total assets $ 9,312.0 $ 9,488.3 | LIABILITIES AND STOCKHOLDERS’ EQUITY | Current liabilities:
Stockholders’ equity: | Preferred stock, $ 0.001 par value; 3.0 shares authorized; none issued and outstanding
Total stockholders' equity 5,836.2 5,745.3 | Total liabilities and stockholders' equity $ 9,312.0 $ 9,488.3
TRIMBLE INC. | CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
Opinion on the Consolidated Financial Statements | We have audited the accompanying consolidated balance sheet of Trimble Inc. and subsidiaries (the Company) as of January 2, 2026, the related consolidated statements of income, comprehensive income, stockholders’ equity, and cash flows for the year then ended January 2, 2026, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of Januar | We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of January 2, 2026, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 25, 2026 expressed an adverse opinion on the effectiveness of the Company’s internal control over fina
We have audited Trimble Inc. and subsidiaries' (the Company) internal control over financial reporting as of January 2, 2026, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, because of the effect of the material weaknesses, described below, on the achievement of the objectives of the control criteria, the Company has not maintained effective internal control over financ | We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheet of the Company as of January 2, 2026, the related consolidated statements of income, comprehensive income, stockholders’ equity and cash flows for the year then ended January 2, 2026, and the related notes (collectively, the consolidated financial statements), and our report dated February 25, 2026 expressed an unqualified opinion on thos | 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 company’s annual or interim financial statements will not be prevented or detected on a timely basis. The material weaknesses described below have been identified and included in management’s assessment.
Opinion on the Financial Statements | We have audited the accompanying consolidated balance sheet of Trimble Inc. (the Company) as of January 3, 2025, the related consolidated statements of income, comprehensive income, stockholders’ equity and cash flows for each of the two years in the period ended January 3, 2025, 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 financial position of the | Basis for Opinion

Antal aktier

As of July 4, 2025, the aggregate market value of the common stock held by non-affiliates of the registrant was approximately $ 18.7 billion based on the closing price as reported on the NASDAQ Global Select Market. Shares of common stock held by each officer and director of the registrant have been excluded in that such person may be deemed to be an affiliate. This determination of affiliate status is not necessarily a conclusive determination for any other purpose. | Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
Price Paid | per Share Total Number of Shares | Purchased as Part of
Stock Repurchase Program | In December 2025, the Board of Directors approved the December 2025 Program to repurchase our common stock of up to $1.0 billion, which replaces the prior February 2025 Program approved in the first quarter of 2025. We may repurchase stock from time to time through accelerated stock repurchase programs, open market transactions, privately negotiated transactions, block purchases, tender offers, or other means. The stock repurchase program does not obligate us to acquire any specific number of sh | EFFECT OF NEW ACCOUNTING PRONOUNCEMENTS
NOTE 2: EARNINGS PER SHARE | Basic earnings per share is computed based on the weighted-average number of shares of common stock outstanding during the period. Diluted earnings per share is computed based on the weighted-average number of shares of common stock outstanding during the period plus additional shares of common stock that would have been outstanding if potentially dilutive securities had been issued. Potentially dilutive shares of common stock include outstanding stock options, restricted stock units (“RSUs”), c | The following table shows the computation of basic and diluted earnings per share:
Amended and Restated 2002 Stock Plan | In September 2024, our stockholders approved an amendment to the 2002 Stock Plan to increase the number of shares of common stock available for issuance by 10.0 million shares. As such, our Amended and Restated 2002 Stock Plan provides for the grant of incentive and non-statutory stock options and Restricted Stock Units (“RSUs”) for up to 102.6 million shares. At the end of 2025, the remaining number of shares available for grant under the Amended and Restated 2002 Stock Plan was 15.1 million. | Stock-Based Compensation Expense
The fair value at the grant date is determined by (a) the closing pr ice of our common stock for awards containing only service or both service and performance conditions, or (b) the Monte Carlo valuation model for awards containing both service and market conditions. | For PSUs, the number of shares received at vesting will range from 0 % to 220 %, and for certain PSUs, 300 % of the target grant amount based on either market conditions or performance conditions or, in some cases, both conditions. Market conditions consider our relative total stockholder return (“TSR”) of our common stock as compared to the TSR of the constituents of the S&P 500 over the vesting period. Performance conditions consider the achievement of our financial results or metrics over the
Employee Stock Purchase Plan | We have an employee stock purchase plan (“ESPP”) under which our stockholders have approved an aggregate of 39.0 million shares of common stock for issuance to eligible employees. The fair value at the grant date is based on the Black-Scholes valuation model. The plan permits eligible employees to purchase common stock through payroll deductions at 85 % of the lower of the fair market value of the common stock at the beginning or at the end of each offering period, which is six months . Rights t | 65

Antal anställda

Our culture is the engine of our sustained success. We believe a thriving workplace is built on the collective behaviors and values of our people. At Trimble, we are defined by a commitment to authenticity, intentionality, and curiosity. By remaining humble and focused on collaborative problem-solving, we shape a professional environment that elevates how we serve our customers, colleagues, and stockholders alike. | Our People and Culture. At Trimble, our culture is built on the principles of belonging, growth, and innovation. We believe that a variety of experiences and perspectives fuel creativity and drive our best thinking. Our leaders foster collaboration, curiosity, and purpose, empowering employees to solve complex problems and deliver exceptional results for our customers. | Employee Engagement . We prioritize open and transparent communication through global engagement surveys, which encourage employees to share feedback on strengths and areas for improvement. Our performance management program aligns individual goals with strategic objectives, fostering a culture of coaching and continuous development.
Our People and Culture. At Trimble, our culture is built on the principles of belonging, growth, and innovation. We believe that a variety of experiences and perspectives fuel creativity and drive our best thinking. Our leaders foster collaboration, curiosity, and purpose, empowering employees to solve complex problems and deliver exceptional results for our customers. | Employee Engagement . We prioritize open and transparent communication through global engagement surveys, which encourage employees to share feedback on strengths and areas for improvement. Our performance management program aligns individual goals with strategic objectives, fostering a culture of coaching and continuous development. | Talent Development. Trimble invests in employees through a global talent platform that offers internal job opportunities, skill development resources, and project-based learning. We encourage a culture of continuous learning and resilience, enabling our employees to achieve their full potential.
Employee Engagement . We prioritize open and transparent communication through global engagement surveys, which encourage employees to share feedback on strengths and areas for improvement. Our performance management program aligns individual goals with strategic objectives, fostering a culture of coaching and continuous development. | Talent Development. Trimble invests in employees through a global talent platform that offers internal job opportunities, skill development resources, and project-based learning. We encourage a culture of continuous learning and resilience, enabling our employees to achieve their full potential. | Compensation and Benefits. We offer competitive compensation and benefits tailored to the needs of our global workforce. Our programs include health and wellness initiatives, life and disability insurance, paid time off, parental leave, retirement plans, and an employee stock purchase plan. Our flexible work strategy supports evolving employee needs while maintaining productivity and innovation.
Compensation and Benefits. We offer competitive compensation and benefits tailored to the needs of our global workforce. Our programs include health and wellness initiatives, life and disability insurance, paid time off, parental leave, retirement plans, and an employee stock purchase plan. Our flexible work strategy supports evolving employee needs while maintaining productivity and innovation. | Community Connections. Trimble fosters meaningful connections between employees, their families, and local communities. Through employee-led committees and the Trimble Foundation Fund, we support disaster response, climate change adaptation, access to education, and sustainable industry practices. | Workforce Metrics. At the end of 2025, we employed over 11,500 full-time and part-time employees, the overwhelming majority of which were full-time employees. Approximately 41%, 35%, 21%, and 3% of employees reside in North America, Europe, Asia-Pacific, and the rest of the world. Our employees work in over 40 countries.
Community Connections. Trimble fosters meaningful connections between employees, their families, and local communities. Through employee-led committees and the Trimble Foundation Fund, we support disaster response, climate change adaptation, access to education, and sustainable industry practices. | Workforce Metrics. At the end of 2025, we employed over 11,500 full-time and part-time employees, the overwhelming majority of which were full-time employees. Approximately 41%, 35%, 21%, and 3% of employees reside in North America, Europe, Asia-Pacific, and the rest of the world. Our employees work in over 40 countries. | Available Information
• maintaining continuity in our senior management and key personnel; | • increasing the productivity of our existing employees; | • attracting, retaining, training, and motivating our employees, particularly our technical and management personnel;
• increasing the productivity of our existing employees; | • attracting, retaining, training, and motivating our employees, particularly our technical and management personnel; | • deploying our solutions using third-party information systems, which may require changes to our applications, documentation, and operational processes;
• a disruption of our business; | • reduced synergies, including the loss of scale or key employees; | • impairment of customer relationships; and

Organisk tillväxt

Organic growth (1) % 9 % 6 %
Foreign currency exchange 0 % | Organic growth | 10 %
Organic growth 5 %
Foreign currency exchange 1 % | Organic growth 2 %

Bruttomarginal

Overview | The following table shows revenue by category, gross margin and gross margin as a percentage of revenue, operating income and operating income as a percentage of revenue, diluted earnings per share, and annualized recurring revenue compared for the periods indicated:
Total revenue $ 3,587.3 $ 3,683.3 $ (96.0) (3)% | Gross margin $ 2,477.9 $ 2,396.3 $ 81.6 3% | Gross margin as a % of revenue 69.1 % 65.1 %
Gross margin $ 2,477.9 $ 2,396.3 $ 81.6 3% | Gross margin as a % of revenue 69.1 % 65.1 % | Operating income $ 592.0 $ 460.7 $ 131.3 29%
Gross Margin | Gross margin and gross margin as a percentage of revenue increased due to the improved mix of higher margin subscription and software term license sales, lower intangible amortization expense due to fully amortized intangibles, as well as the divestiture of lower margin businesses.
Gross Margin | Gross margin and gross margin as a percentage of revenue increased due to the improved mix of higher margin subscription and software term license sales, lower intangible amortization expense due to fully amortized intangibles, as well as the divestiture of lower margin businesses. | Operating Income
Operating Income | Operating income and operating income as a percentage of revenue increased primarily due to organic revenue and gross margin expansion, and to a lesser extent, lower acquisition and divestiture transaction expenses, partially offset by the loss of divestiture income. In addition to organic revenue and gross margin expansion, operating income as a percentage of revenue was favorably impacted by the loss of lower margin divestiture income.
Organic revenue increased due to strong demand for subscription offerings. Revenue benefited from cumulative growth along with an expansion of customers across many products, with the largest impacts resulting from Construction Management Systems, Architecture & Design, and MEP solutions. The increase was partially offset by an approximate 5% negative impact from the January 1 software renewals and the additional week. | Operating income and operating income as a percentage of revenue increased primarily due to revenue and gross margin expansion, partially offset by the January 1 software renewals and additional week. Operating income as a percentage of revenue for 2025 was relatively flat. | Field Systems
Organic revenue increased primarily due to strong end-user demand and competitive wins for Civil Construction solutions. The increase was partially offset by lower demand in Surveying. | Operating income and operating income as a percentage of revenue increased primarily due to organic revenue and gross margin expansion, partially offset by the loss of Ag divestiture income. In addition to organic revenue and gross margin expansion, operating income as a percentage of revenue was favorably impacted by the loss of lower margin Ag divestiture income. | T&L

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Table of Contents

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended January 2 , 2026

or
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from             to           

Commission File Number: 001-14845

TRIMBLE INC.
(Exact name of Registrant as specified in its charter)

Delaware
(State or other jurisdiction of incorporation or organization)
  94-2802192
(I.R.S. Employer Identification Number)

10368 Westmoor Drive , Westminster , CO 80021
(Address of principal executive offices) (Zip Code)
( 720 )  887-6100
(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock, $0.001 par value TRMB
NASDAQ Global Select Market

Securities registered pursuant to Section 12(g) of the Act: NONE

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
    Yes   ☐      No    ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.
    Yes   ☐   No    ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.     Yes    ☒     No   ☐
Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).     Yes    ☒     No   ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer.

Large Accelerated Filer ☒    Accelerated Filer ☐
Non-accelerated Filer ☐    Smaller Reporting Company ☐
Emerging Growth Company ☐

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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐  
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes   ☐     No   ☒
As of July 4, 2025, the aggregate market value of the common stock held by non-affiliates of the registrant was approximately $ 18.7  billion based on the closing price as reported on the NASDAQ Global Select Market. Shares of common stock held by each officer and director of the registrant have been excluded in that such person may be deemed to be an affiliate. This determination of affiliate status is not necessarily a conclusive determination for any other purpose.
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Class   Outstanding at February 20, 2026

Common stock, $0.001 par value   233,929,408   shares

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DOCUMENTS INCORPORATED BY REFERENCE
Some of the information required by Part III of this report is incorporated by reference from the proxy statement relating to the registrant’s 2026 annual meeting of stockholders (the “Proxy Statement”), to be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year to which this report relates.

SPECIAL NOTE ON FORWARD-LOOKING STATEMENTS
This report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which are subject to the “safe harbor” created by those sections. These statements include, among other things:
• general global macroeconomic outlook, including heightened trade tensions and related imposition of tariffs and export control restrictions between the United States and its trading partners, and associated supply chain disruptions, slowing growth, inflationary pressures, and fluctuations in interest rates;
• economic disruptions caused by the potential impact of volatility and conflict in the political and economic environment, including geopolitical tensions ;
• fluctuations in foreign currency exchange rates;
• our ability to convert backlog to revenue;
• the portion of our revenue expected to come from sales to customers located in countries outside of the U.S.;
• our plans to continue to invest in research and development for the active development and introduction of new products and to deliver targeted solutions to the markets we serve;
• our shift towards a more significant mix of recurring revenue and the impact on our business;
• our belief that increases in recurring revenue will provide us with enhanced business visibility over time;
• our growth strategy and its impact on our revenue mix, growth, and profita bility;
• our expectations regarding the execution and impact of the Connect & Scale strategy;
• our expectations regarding the impact, benefits, and risks of artificial intelligence (“AI”) and AI-related developments;
• any anticipated benefits or impact to our results of operations and financial conditions from our acquisitions;
• any anticipated benefits associated with the minority interests and ongoing commercial relationships that we established in connection with certain divestitures;
• our ability to conduct, suspend, or discontinue our stock repurchase program subject to the discretion of our management;
• our belief that our cash and cash equivalents and borrowings, along with cash provided by operations, will be sufficient in the foreseeable future to meet our anticipated operating cash needs, including expenditures related to our Connect & Scale strategy, debt service, stock repurchases, and any acquisitions;
• our commitment to sustainability matters;
• our ability to maintain effective internal controls over financial reporting, including our ability to remediate our material weaknesses in our internal control over financial reporting; and
• our expectations regarding the impact (including tax implications) of the One Big Beautiful Bill Act (the “OBBBA”).
The forward-looking statements regarding future events and the future results of Trimble Inc. (“Trimble”, the “Company” or “we” or “our” or “us”) are based on current expectations and the beliefs and assumptions of our management that are subject to risks and uncertainties. Discussions containing such forward-looking statements may be found in Item 1A “Risk Factors” and Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section of this report. Forward-looking statements generally can be identified by words such as “may,” “will,” “should,” “could,” “potential,” “continue,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates,” and similar expressions. These forward-looking statements involve certain risks and uncertainties that could cause actual results, levels of activity, performance, achievements, and events to differ materially from those implied by such forward-looking statements, including but not limited to, those discussed in this report under the section entitled “Risk Factors” and elsewhere, and in other reports we file with the Securities and Exchange Commission (the “SEC”), specifically the most recent reports on Form 8-K and Form 10-Q, each as it may be amended from time to time. These forward-looking statements are made as of the date of this report. We undertake no obligation to revise or publicly release the results of any revision to these forward-looking statements, except as required by law. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.
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TRIMBLE INC.
2025 FORM 10-K ANNUAL REPORT
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PART I
Item 1 Business
1

Item 1A Risk Factors
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Item 1B Unresolved Staff Comments
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Item 1C
Cybersecurity
23

Item 2 Properties
24

Item 3 Legal Proceedings
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Item 4 Mine Safety Disclosures
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PART II
Item 5 Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities
25

Item 6 [Reserved]
26

Item 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations
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Item 7A Quantitative and Qualitative Disclosures about Market Risk
40

Item 8 Financial Statements and Supplementary Data
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Item 9 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
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Item 9A Controls and Procedures
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Item 9B Other Information
73

Item 9C Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
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PART III
Item 10 Directors, Executive Officers, and Corporate Governance
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Item 11 Executive Compensation
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Item 12 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
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Item 13 Certain Relationships, Related Transactions, and Director Independence
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Item 14 Principal Accountant Fees and Services
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PART IV
Item 15 Exhibits and Financial Statement Schedules
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Item 16 Form 10-K Summary
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Signatures
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PART I

Item 1. Business
Trimble is a leading technology solutions and platform provider, enabling office professionals and field workers to connect their workflows and industry lifecycles, driving a more productive, efficient, and sustainable future. With a focus on the industries that build, maintain, and move the world, the comprehensive depth and breadth of our solutions are transforming the way the world works, making it easier for Trimble customers to focus on what matters—getting the job done right.
We innovate at the intersection of the digital and physical worlds with solutions that span the world’s foundational industries, including building, civil and infrastructure construction, geospatial, natural resources, utilities, and transportation.
We exist to empower our customers: asset owners; general and specialty contractors; architects, engineers, and designers; surveyors; energy and utility companies; transportation shippers and carriers; as well as state, federal, and municipal governments. Productivity and sustainability are at the heart of who we are—woven into our work internally and through our customers’ application of our technologies. Our solutions provide customers with the ability to improve their work quality while being safe, efficient, and sustainable.
Our strategy is centered on two open industry cloud platforms, one in construction and one in transportation and logistics, and underlying common data environments as the nucleus of our connected solutions, allowing all stakeholders to collaborate and make decisions based on the same information. In construction, we connect teams across the design, build, and operational phases of a project. Our connected supply chain solutions provide transportation companies and their drivers with tools to enhance fuel efficiency, safety, transparency, and sustainability.
Connected software applications and cloud platform services are key elements of our solutions and account for a steadily increasing portion of our business. Our software enhances a broad range of other products and systems to allow our customers to optimize their work toward targeted outcomes and improve their decision-making and productivity. Ranging from embedded, real-time firmware to software that integrates data with large-scale enterprise back-office systems, many of our solutions are extensible and can be tailored by users for customized business processes and workflows. Trimble software capabilities include extensive three-dimensional (“3D”) modeling, analysis, planning and design solutions, and AI capabilities, as well as a large suite of domain-specific software applications used across industries including construction, geospatial, utilities, and transportation.
Our software is sold as subscription services, including consumption, term licenses, or perpetual licenses, and is hosted as Software as a Service (“SaaS”), or can be provisioned for on-premise usage. We have extended our capabilities to run in multi-cloud environments while delivering our unique value via domain-specific workflows and lifecycle management in our target industries.
Today’s work requires solutions for an interconnected world, no matter the industry. This has driven Trimble to move increasingly from point solutions to connected workflows and to industry ecosystems enabled by our industry platforms and access to industry data—all boosted by our AI capabilities. Trimble offers a diverse range of coherent capabilities that connect applications, data, workflows, and mobile technologies to more efficiently orchestrate work, often in mixed stakeholder, mixed user, and mixed fleet environments. We deploy AI, Generative AI, Machine Learning, Computer Vision, and similar technologies into our solutions across our business segments to deliver customer value through process automation and operational insights.
We focus on integrating our software application and cloud capabilities to create vertically-focused, system-wide platform-enabled solutions that transform how work is done. The integration of data, software, and hardware in our portfolio gives us a unique ability to provide detailed insights for our customers across the physical and digital worlds to improve their specific workflows. This data estate based in the physical world creates a unique competitive advantage as a primary source that empowers Trimble AI solutions for our customers.
Our global operations include major research, development, manufacturing, and logistics operations in the United States, the Netherlands, India, Germany, the United Kingdom, New Zealand, Finland, Canada, and Sweden.

Business Strategy
Our growth remains centered on executing our multi-year Connect & Scale platform strategy. This strategy contains two elements:
• The first element, Connect , is a platform strategy to connect more customer workflows, industry lifecycles, and solution offerings, so that we can continue to transform the way our customers work. This includes integrating more of our customers’ data through cloud offerings, making more of our solutions available on a subscription basis, and further incorporating AI capabilities. For example, our flagship design and construction platform solution, Trimble Connect, enables entire project teams to collaborate in real-time between the office and the field to make efficient decisions around
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the same data-rich design model enhanced by our cloud capabilities. Our cloud-based solutions in construction create a connected data environment for online collaboration; workflows which connect the digital and physical worlds; and the power to dynamically orchestrate design coordination in the cloud from wherever project stakeholders may be. Additionally, in our Transportation business, the Trimble Transportation Cloud provides shippers and carriers with the critical information they need to make more informed bid and contract award decisions, while our Transporeon business creates a marketplace for shippers, forwarders, carriers, and retailers to connect online and digitize their end-to-end transportation management processes.
• The second element, Scale , is about investing in the core people, processes, and technologies that allow the platforms to scale. They streamline and standardize our internal processes , providing a seamless experience for our customers as they engage with our connected solutions, and enabling us to continue to grow our business efficiently and effectively for many years into the future. This network effect also means that the willingness of developers, partners, and end users to engage increases as the number of network participants grows, which further enhances the platform experience and end-user value.
In executing our Connect & Scale platform strategy, we continue to focus on the following key priorities:
• Deliver customer outcomes that can enable productivity, quality, safety, transparency, and environmental sustainability. Across our business segments, our technological solutions deliver customer value through digital transformation, replacing legacy methods to improve productivity, first-time quality, worker safety, operational transparency, and sustainability. Our construction and transportation management systems enable customers to optimize their business operations while gaining better operational insight and transparency to facilitate more informed decision-making. Our online, multi-sided marketplace solutions provide better real-time insight into market pricing and availability, while the deployment of AI across our solutions increases customer productivity through task and process automation. Our field solutions automate tasks and improve first-time quality, while improving operator safety, and the connection of data flows and workflows between field and office and across stakeholders facilitates operational efficiency and transparency. By delivering productivity and efficiency gains, avoiding re-work, and enabling more sustainable designs, Trimble solutions deliver sustainability advantages for our customers, reducing the use of fuels and other inputs, which delivers both reduced cost and lower carbon emissions.
• Focus on platforms, software, services, and data. Software and services targeted for the needs of vertical end markets are fundamental elements of our solutions and are core to our growth strategy. Our software is connecting stakeholders and their data across workflows and across the industry lifecycle continuums of our served industries. Together, our software and services solutions integrate and optimize workflows through data and AI, improving productivity across our subscriptions, maintenance, and support offerings. These data and AI empowered workflows also provide us with enhanced business visibility and competitive advantage over time. Professional services constitute an additional customer offering that helps our customers integrate and optimize the use of our offerings in their environment.
• Address attractive markets with significant growth and profitability potential. We focus on large markets historically underserved by technology that offer significant potential for long-term revenue growth, profitability, and market leadership. We serve multi-trillion-dollar global industries that operate in demanding environments with technology adoption in the earlier phases relative to other industries. With the growth in mobile and cloud computing capabilities, increasing technological know-how of end users, and compelling return on investment, we believe many of our markets continue to be attractive for substituting Trimble’s technology and solutions in place of traditional operating methods .
• Capitalize on domain knowledge and technological innovation that benefit a diverse customer base. Over time, we have redefined our technological focus from hardware-driven point solutions to integrated work process solutions and to industry ecosystems by developing domain expertise and heavily reinvesting in research and development (“R&D”) and acquisitions. We have over 1,000 unique patents reflective of our technology portfolio and deep domain knowledge to deliver specific, targeted solutions quickly and cost-effectively to each of the vertical markets we serve. Our patent portfolio is continuously updated with new patent grants that emerge from our investments in R&D. We continue to seek opportunities where the potential for technological change is high and require the integration of multiple technologies into complete vertical solutions.
• Drive geographic expansion with a localization strategy. We view international expansion as an important element of our strategy, and we continue to position ourselves in geographic markets that will serve as important sources of future growth. Products are sold in more than 160 countries through dealers, joint ventures, original equipment manufacturers (“OEMs”), and other channels throughout the world, as well as direct sales to end users. Sales are supported by our own offices located in over 40 countries around the world.
• Optimize go-to-market strategies to best access our markets. We utilize vertically focused go-to-market strategies that leverage domain expertise to best serve the needs of individual markets both domestically and abroad. These go-to-market capabilities include: direct sales to end users; independent dealers; joint ventures, including with Caterpillar, AGCO Corporation (“AGCO”), Hilti, and Nikon; OEM arrangements; and distribution alliances with key partners. This
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combination of channels provides us with broad market reach and localization capabilities to effectively serve our markets.
• Pursue strategic and targeted acquisitions, divestitures, joint ventures, and investments . O rganic growth continues to be our primary focus, while acquisitions serve to enhance our market position. We acquire businesses that bring domain expertise, geographic presence, technology, products, and distribution capabilities that augment our portfolio and allow us to penetrate existing markets more effectively, or to establish a market beachhead. Our success in targeting and effectively integrating acquisitions is an important aspect of our growth strategy.
We continue to opportunistically divest businesses that no longer fit within our strategy. On February 8, 2025, we completed the sale of our global transportation telematics (“Mobility”) business to Platform Science, Inc. (“Platform Science”) resulting in our ownership, or rights to acquire ownership of 32.5% o f Platform Science’s expanded business with an approximate fair value of $253.9 million . The transaction aims to enhance driver experience, fleet safety, efficiency, and compliance by combining two cutting-edge in-cab commercial vehicle ecosystems, which gives customers access to more applications and offerings.
In addition, to further grow and position Trimble, we continue to partner with leaders in various fields by investing in early-to-growth stage companies through our venture fund and through strategic formation of joint ventures.
Business Segments and Markets
Our segments are distinguished by the markets they serve. Each segment consists of businesses that are responsible for product development, marketing, sales, strategy, and financial performance. We report our financial performance, including revenue and operating income, based on three reportable segments: Architects, Engineers, Construction, and Owners (“AECO”), Field Systems, and Transportation and Logistics (“T&L”). For further financial information about our segments, see Note 8 “Segment and Geographic Information” in Item 8 of this report.

Architects, Engineers, Construction and Owners
The AECO segment primarily serves organizations across architecture, engineering, construction, and asset ownership through a connected lifecycle solution. Within this segment, our most substantial product portfolios are focused on architectural and interior design, structural and civil engineering, building and infrastructure construction, and the operations and maintenance of assets. Products are sold through a multi-channel approach, including direct, indirect, and digital channels.
Architecture & Interior Design Software. Empowers creative professionals in architecture, design, and design-build related industries with capabilities like SketchUp for design and visualization, 3D modeling, and construction documentation. Our software facilitates AI-enhanced 3D design processes enabling synchronous collaboration among stakeholders.
Building Information Modeling (“BIM”), Engineering, and Virtual Design and Construction Software. Maximizes precision and productivity between engineering design and project delivery through AI-assisted modeling reducing re-work. This software includes capabilities for structural, mechanical, electrical, and plumbing (“MEP”), and civil and infrastructure engineering modeling, designed to improve profitability and project success.
Construction Software. Designed to reduce risk and improve office and field productivity, this software provides capabilities for estimating and takeoff, project management, modular fabrication, financial management, business operations, and supply chain management, delivered globally. Contractors of all types, including general contractors, construction managers, design-build and specialty contractors, utilize this software, enabling them to deliver high quality services and efficiently run their businesses.
Owner Software. After completion of a construction project, the owner is the steward of what was designed and built by their architect, engineer, and construction partners. The asset lifecycle management solution lowers the total cost of ownership through the lifecycle of an asset, from planning to maintenance, and is designed specifically for facility and asset owners across private and public organizations.
When AECO software capabilities are combined with our Field Systems portfolio, Trimble delivers comprehensive AI-enabled workflows. At our core, we bridge the gap between the office and the field, which enables our customers to turn guesswork into reality, data points into decisions, and 3D scans into multi-dimensional success for the entire ecosystem.
We provide a common data environment that connects intra- and intercompany workflows and data sharing to facilitate collaboration across the stakeholder ecosystem. Our software boosts productivity and reduces risk from manual data re-entry. As the collaborative hub, this capability offers data integration between Trimble capabilities and the broader ecosystem of independent software vendors and competitors through open standards.
In 2025, Trimble accelerated its Connect & Scale strategy across its AECO software portfolio, improving productivity and boosting customer confidence. Highlights include (i) AI-assisted daily reports in construction management; (ii) job-site materials procurement connected to enterprise resource planning (“ERP”); (iii) AI-powered model rendering and synchronous
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collaboration in architectural design; (iv) generative AI for fabrication models in BIM engineering; and (v) synchronous model authoring in MEP BIM. Additional highlights are government cloud offerings for geographic information system (GIS)-centric asset lifecycle management for public and private owners.
We sell and distribute our products across the AECO segment through a robust, integrated network of direct, indirect, and digital channels, tailored to optimize customer experiences across the geographic regions we serve. We leverage our dedicated direct sales force to deliver software solutions to asset owners, clients, contractors, subcontractors, and consulting engineers, ensuring that the most appropriate channel is matched to each region for maximum market reach and customer satisfaction. We develop and nurture a global network of independent distributors with deep expertise and strong customer relationships in their respective markets, including BuildingPoint dealers that specifically address the needs of the building construction industry. Our digital channels complement this network by providing flexible, accessible, and scalable solutions that enhance customer engagement and streamline the purchasing process.
Competitors in this segment are typically companies that produce software specific to the construction process. As we expand our software and services offerings to cover more of the construction lifecycle used by asset owners, designers, and construction companies, we increasingly compete with large, established companies that offer similar or comparable portfolios. We compete principally on the basis of innovation, differentiated products, domain expertise, service, quality, and geographic reach.

Field Systems
The Field Systems segment provides software and hardware products and services to private, commercial, and government customers. The businesses within Field Systems serve surveying and mapping professionals, civil construction, building construction field services, and positioning systems. We sell and distribute our products in the Field Systems segment through a global network of independent distribution partners, and increasingly through direct and digital channels.
Geospatial . Through our surveying, mapping, and building construction product portfolio, professional surveyors and engineers provide services to the construction, engineering, mining, energy and utilities, government, and land management sectors. Our solutions replace less productive conventional methods of surveying, mapping, 2D or 3D modeling, monitoring, measurement, reporting, and analysis. Our suite of solutions includes field-based data collection systems and field software, real-time communications systems, and back-office software for data processing, modeling, monitoring, reporting, and analysis. Our field-based technologies are used in handheld, land mobile, and airborne applications and incorporate technologies such as mobile application software, high precision GNSS, robotic measurement systems, inertial positioning, 3D laser scanning, digital imaging, and optical or laser measurement. Our office-based products include software for planning, data processing and editing, quality control, 3D modeling, intelligent data analysis and AI-based feature extraction, deformation monitoring, project reporting, and data export. Our customers in this area benefit from using our products, including significantly improved productivity in both field and office activities, improved safety through non-contact measurement and detection of potentially dangerous ground or structure movement, and improved data flow that enables better decision-making.
Our joint venture with Nikon focuses on the design and manufacture in Japan of surveying instruments including mechanical total stations and related products. We also maintain a joint venture with Hilti, which focuses on the joint development of measuring solutions for the building construction trades and integrating data for construction management.
Civil Engineering Construction. Our civil engineering and construction portfolio manages the civil infrastructure lifecycle, from feasibility, budgeting, and design through construction, operation, and maintenance. Our solutions serve key industry stakeholders, including asset owners or clients, design engineers, consultants, contractors, subcontractors, and suppliers. Our technological suite is employed across the entire project lifecycle to improve productivity, reduce waste and re-work, including reduced carbon emissions, and enable more informed decision-making through enhanced situational awareness, data-driven insights, decision support, and project collaboration. At the same time, our solutions improve worker safety and reduce environmental impact. Our suite of integrated solutions and technologies includes field and office software for estimating and job cost management and optimized project design and visualization; software for 3D design and data sharing; systems to automatically guide and control construction equipment such as excavators, bulldozers, wheel loaders, motor graders, and paving equipment; systems to monitor, track, and manage assets, equipment, and workers; and software to facilitate the management of the construction process and for sharing and communication of data in real time. Together, these solutions are designed to transform how work is done within the civil construction industry.
The civil construction market portfolio integrates data and information across the construction process and mixed fleets, including site positioning and machine control systems, construction asset management equipment and services, and various software applications. Utilizing wireless and internet-based site communications infrastructure, our solutions include the ability to track and control equipment, deploy a 3D model to machines, track the progress of work in real-time, and reduce re-work. By leveraging our technology, contractors gain greater insight into their operations, helping them to lower costs and improve productivity, worker safety, and asset utilization.
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Our joint venture with Caterpillar, Caterpillar-Trimble Control Technologies, was formed to develop the next generation of advanced electronic guidance and control products for earth-moving machines. The joint venture designs machine control and guidance products that use site design information combined with accurate positioning technology to automatically control dozer blades and other machine tools.
Positioning Services. Trimble Positioning Services serves customers in a variety of end markets, including agriculture, construction, geospatial, automotive, and other markets. This service improves positional accuracy and enables higher levels of precision and automation for work processes and systems, including autonomous solutions. Trimble GNSS-based correction services are available in a variety of formats and accuracy levels, depending on the relevant application’s specific needs. Subscription-based services offered by Trimble Positioning Services include VRSNow; CenterPoint RTX; FieldPoint RTX; Rangepoint RTX; ViewPoint RTX; and Trimble xFill. We maintain a joint venture, PTx Trimble, with AGCO to develop the next generation of advanced electronic guidance and control products for agriculture.
During 2025, we announced several new developments in Field Systems, including (i) Trimble data collector devices, such as TS510, TS710 controllers, and T110 tablet designed for integration in demanding field operations and (ii) Trimble Earthworks grade control technology for compactors and towed scrapers. We expanded the Trimble Reality capture platform service, an extension within Trimble Connect, introducing additional AI-based data classification and point cloud to model inspection tools enabling construction quality assurance and control in the cloud. Additionally, we delivered multiple feature releases in our (i) Trimble Access and Siteworks field software; (ii) Trimble Business Center office software; (iii) Trimble WorksManager cloud software; (iv) Trimble 4D Control monitoring software; and (v) TerraFlex and TerraOffice software. Our software development continues to focus on driving productivity through enhanced connectivity and supporting strategic industry workflows by delivering connected workflows and emphasizing interoperability.
We sell and distribute our products in the Field Systems segment primarily through global networks of independent distributors with expertise and customer relationships in the respective markets, including SITECH Technology and Trimble Technology dealers, which serve the civil construction industry, and BuildingPoint dealers, which serve the building construction industry. We also sell many of our software solutions through our own direct sales force when bundled into Trimble’s Construction One offerings to contractors, subcontractors, and consulting engineers, supporting cross-selling opportunities with the AECO portfolio.
Major competitors in this segment are typically survey instrument companies that provide software-driven 3D measurement and imaging solutions. We compete principally based on innovation, differentiated products, integrated workflow solutions, domain expertise, service, quality, and geographic reach.

Transportation and Logistics
The T&L segment provides a suite of solutions for shippers, carriers, retailers, and intermediaries globally, maintaining a substantial footprint within the truckload freight market while expanding platform capabilities to connect the broader freight ecosystem. Our solutions are designed to create a connected supply chain by integrating all forms of transportation, drivers, back-office management, and freight operations to build a safer, simpler, and more efficient global supply chain.
Our product portfolio is organized into the following primary areas: carrier transportation management software (“TMS”) and maintenance (Enterprise); shipper TMS, dock and yard and marketplace (Transporeon), and mapping and routing (MAPS).
Enterprise. Our carrier TMS and maintenance solutions manage core transportation operations and maintenance workflows, act as a single source of truth repository of transport data, and automate mission-critical business processes. We offer capabilities for long-haul trucking and fleet maintenance customers, focusing on business intelligence, safety, compliance, and efficiency.
Transporeon. Our Transporeon solutions provide a cloud-based ecosystem that manages the transportation lifecycle from freight sourcing and procurement through transport execution, dock and yard management, and auditing. Following the introduction of advanced planning capabilities in 2025, we repositioned Transporeon as a global shipper TMS, making Trimble a unique provider of both shipper and carrier TMS solutions.
MAPS. Our mapping and routing solutions, such as PC*Miler and CoPilot, provide the industry standard for truck-specific routing, mileage, and navigation. These solutions enable the transportation industry to achieve greater fleet utilization and improve safety through precise, commercial-grade routing while ensuring compliance with regulatory requirements.
During 2025, we had a number of developments in T&L. On February 8, 2025, Trimble completed the sale of our Mobility business to Platform Science, transitioning from an owner to a strategic shareholder in its expanded business. This divestiture enables a narrower focus on our core software and platform strategies. Additionally, in the fourth quarter of 2025, we introduced our next-gen Trimble TMS along with a suite of new AI agents and workflows, confirming market demand for cloud-native, modular systems and offering predictive network load balance insights.
To lead the industry's AI transformation, we support autonomous logistics where agents collaborate via APIs to solve complex problems with minimal oversight. Delivered through our Via brand and powered by our proprietary data, these solutions
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automate mission-critical workflows—such as order intake and carrier vetting—to provide predictive insights that unlock significant productivity and operational advantages for our customers.
T&L generally sells directly to end users or through integrations, competing with providers of transportation management software, mapping services, and digital freight matching. Our competitive advantages are deep domain expertise, a long-standing trusted brand, and proprietary data that fuels agentic AI for workflow automation and superior predictive insights. By connecting shipper and carrier TMS solutions, our platform creates self-reinforcing network effects, differentiating us from point solution competitors.

Seasonality of Business
Construction equipment revenue, within our Field Systems segment, historically has been higher in early spring. Additionally, term license renewals, primarily within our AECO segment, generally occur on January 1st. However, overall, as a company, we are experiencing less seasonality as a result of the diversification of our businesses across segments and the increased impact of software and subscription revenue. Changes in global macroeconomic conditions could also impact the level of seasonality we experience.

Manufacturing
We outsource the manufacturing of many of our hardware products to our key contract manufacturing partners, which include Jabil and Benchmark Electronics Inc. Our contract manufacturing partners are responsible for significant material procurement, assembly, and testing. We continue to manage product design through pilot production for the subcontracted products, and we are directly involved in qualifying suppliers and key components used in all our products. We also utilize original design manufacturers for some of our products.
We manufacture our optics-based products, as well as some of our GPS products, at our plan ts in Dayton, Ohio and Danderyd, Sweden. Some of these products or portions of these products are also subcontracted to third parties for assembly.
Our primary design, manufacturing, and distribution sites in Dayton, Ohio; Sunnyvale, California; Eindhoven, Netherlands; and Danderyd, Sweden are registered to ISO9001:2015 covering the design, production, distribution, and servicing of our products.

Research and Development and Intellectual Property
We believe that our competitive position is maintained through developing and introducing new products, including software, AI, hardware, and services. Trimble delivers digital technologies that enhance the physical world by integrating and connecting industry workflows, stakeholders, and data, while modernizing interfaces and business models to make it easier for customers to do business. Our platform investments allow us to extend our differentiation in positioning and sensing, modeling, AI machine learning, and analytics into emerging industry solutions and to drive ecosystem collaboration across our target industries. This improves our value over the customer lifecycle, while enhancing our leadership in software and services, which already account s for over 70% of our R&D investment. O ur investments enable us to push the state-of-the-art in key technology areas and to connect other leading technologies to solve customer problems in new and unique ways.
As part of our technology development practices, we actively establish and maintain our intellectual property rights through the use of patents, copyrights, trademarks, and trade secret laws. We hold over 1,000 unique issued and enforceable patents covering key technology areas, including precision GNSS, optical and inertial positioning solutions, AI and machine learning, IoT, cloud computing, laser scanning, 3D modeling, point cloud processing, augmented reality, and many others. Our patent portfolio is continuously updated with new patent grants that emerge from our investments in R&D. We actively manage the intellectual property used in the development, operations, and sales of our products and services. We also own numerous trademarks and service marks that contribute to the identity and recognition of Trimble and that of its global products and services.

Sustainability
Sustainability is a fundamental aspect of Trimble’s mission to “Transform the Way the World Works.” It is deeply integrated into our business strategy, guiding our innovations, investments, and operations. We aim to build resilience for our company, customers, and communities while fostering a culture of belonging, growth, and innovation.

Building Resilience
• Enable customers to adapt, grow, and thrive in the face of change
• Driving decarbonization in our own operations and supply chain

Empowering People
• Guided by our values of Belong, Grow, and Innovate
• Activated by our leadership capabilities of Inspire, Engage, and Achieve

Leading with Integrity
• Corporate and Sustainability Governance
• Ethical Business Practices
• Privacy and Cybersecurity

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Human Capital
Our culture is the engine of our sustained success. We believe a thriving workplace is built on the collective behaviors and values of our people. At Trimble, we are defined by a commitment to authenticity, intentionality, and curiosity. By remaining humble and focused on collaborative problem-solving, we shape a professional environment that elevates how we serve our customers, colleagues, and stockholders alike.
Our People and Culture. At Trimble, our culture is built on the principles of belonging, growth, and innovation. We believe that a variety of experiences and perspectives fuel creativity and drive our best thinking. Our leaders foster collaboration, curiosity, and purpose, empowering employees to solve complex problems and deliver exceptional results for our customers.
Employee Engagement . We prioritize open and transparent communication through global engagement surveys, which encourage employees to share feedback on strengths and areas for improvement. Our performance management program aligns individual goals with strategic objectives, fostering a culture of coaching and continuous development.
Talent Development. Trimble invests in employees through a global talent platform that offers internal job opportunities, skill development resources, and project-based learning. We encourage a culture of continuous learning and resilience, enabling our employees to achieve their full potential.
Compensation and Benefits. We offer competitive compensation and benefits tailored to the needs of our global workforce. Our programs include health and wellness initiatives, life and disability insurance, paid time off, parental leave, retirement plans, and an employee stock purchase plan. Our flexible work strategy supports evolving employee needs while maintaining productivity and innovation.
Community Connections. Trimble fosters meaningful connections between employees, their families, and local communities. Through employee-led committees and the Trimble Foundation Fund, we support disaster response, climate change adaptation, access to education, and sustainable industry practices.
Workforce Metrics. At the end of 2025, we employed over 11,500 full-time and part-time employees, the overwhelming majority of which were full-time employees. Approximately 41%, 35%, 21%, and 3% of employees reside in North America, Europe, Asia-Pacific, and the rest of the world. Our employees work in over 40 countries.
Available Information
This Annual Report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and all amendments to these reports are available free of charge on our website through investor.trimble.com , as soon as reasonably practicable after such material is electronically filed with or furnished to the Securities and Exchange Commission. Financial news and reports and related information about our Company, generally accepted accounting principles (“GAAP”) to non-GAAP reconciliations, as well as our Sustainability Report, a re also found on this website. Information contained on our website is not part of this report.
In addition, you may request a copy of these filings (excluding exhibits) at no cost by writing or telephoning us at our principal executive offices at the following address or telephone number:
Trimble Inc.
10368 Westmoor Drive, Westminster, CO 80021
Attention: Investor Relations
Telephone: (303) 635-8551
The URLs in this report are intended to be inactive textual references only. They are not intended to be active hyperlinks to websites. The information on such websites, even if it might be accessible through a hyperlink resulting from the URLs or referenced herein, is not and shall not be deemed to be incorporated into this report. No assurance or representation is given as to the suitability or reliability for any purpose whatsoever of any information on such websites.
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Information about our Executive Officers
The names, ages, and positions of our executive officers as of February 25, 2026, are as follows:

Name Age Position
Robert G. Painter 54 President and Chief Executive Officer
Phillip Sawarynski
53 Chief Financial Officer

Jennifer Allison
53 Vice President, General Counsel and Secretary

Kenneth B. Bement
46 Chief Accounting Officer
Ronald J. Bisio 57 Senior Vice President
Chris Keating
55 Senior Vice President
Peter Large 56 Senior Vice President
Mark Schwartz
51 Senior Vice President

Robert G. Painter —Robert Painter has been Trimble’s president and chief executive officer since January 2020. From 2016 through 2019, he served as the Company’s chief financial officer. Prior to that, Mr. Painter held a variety of positions in the Company, including vice president of Trimble Buildings construction software, general manager of the Intelligent Construction Tools international joint venture, general manager of Construction Services, and leadership positions in corporate development and corporate strategy. Mr. Painter holds a bachelor’s degree in finance from West Virginia University and an MBA from Harvard University.
Phillip Sawarynski —Phillip Sawarynski became Trimble’s chief financial officer in August 2024, having previously served as Trimble’s treasurer since 2018, as well as managing director and co-head of Trimble Ventures since 2021, and vice president of corporate development since 2022. From 2015 to 2018, he served as sector vice president of finance in Trimble’s mobility and intelligent transportation division, and from 2013 to 2015, as general manager of the Company’s imaging division. Mr. Sawarynski joined Trimble in 2009 as a finance director, first in Trimble’s agriculture division from 2009 to 2011 and then in Trimble’s geospatial business segment from 2011 to 2013. Prior to joining Trimble, Mr. Sawarynski served as CFO of Nexus Corporation and held a variety of finance and engineering positions at Ford Motor Company, The Dow Chemical Company, and International Paper Company. He holds a Bachelor of Science degree in Chemical Engineering from the University of Michigan, and an MBA from Carnegie Mellon University.
Jennifer Allison — Jennifer Allison became Trimble's general counsel and corporate secretary in April 2023, having served as general counsel for Trimble’s Construction Sector since July 2018, when Trimble acquired Viewpoint, where she had served as general counsel since 2016. Previously, Ms. Allison was general counsel at Tripwire, and prior to that she was the assistant general counsel and director of human resources and corporate compliance for EthicsPoint (now NAVEX Global). Prior to those roles, Ms. Allison clerked for the Oregon Supreme Court. Ms. Allison received a bachelor’s degree in English Literature from Portland State University and her JD from Lewis & Clark Law School.
Kenneth B. Bement —Kenneth Bement currently serves as Trimble’s chief accounting officer (“CAO”), responsible for Trimble’s global accounting operations. Mr. Bement joined Trimble in September 2025, bringing more than 20 years of experience in financial reporting, controls, compliance, and finance transformation. From 2018 to 2025, Mr. Bement served as CAO for various companies including Conservice, Gopuff, and Ancestry during periods of high growth and business transformation. Prior to that, he served as CAO of Vista Outdoor and held senior roles at Alphabet Inc. and the RTX Corporation. Mr. Bement began his career as an auditor and later worked for the Financial Accounting Standards Board where he managed the revenue project and contributed significantly to developing the current revenue recognition rules (ASC 606). Mr. Bement is a Certified Public Accountant (CPA) and Certified Management Accountant (CMA), and holds a Master of Accountancy degree from Brigham Young University.
Ronald J. Bisio — Ronald Bisio currently serves as senior vice president in charge of the Field Systems segment, responsible for advanced positioning, agriculture industry solutions, civil construction field systems, and geospatial business operations. From July 2022 to November 2023, he served as senior vice president responsible for Trimble’s transportation businesses. Prior to that, Mr. Bisio was responsible for Trimble’s surveying and geospatial businesses since April 2015, first as vice president and then as senior vice president as of February 2019. From January 2011 until April 2015, he served as general manager for Trimble’s rail division. He joined Trimble in 1996 and has also held several marketing, sales, and general management positions while at Trimble. Mr. Bisio earned an MBA from the University of Denver, a Master of Regional Planning from the University of Massachusetts, and a Bachelor of Science in Cartography from Salem State University in Salem, Massachusetts.
Chris Keating — Chris Keating currently serves as senior vice president of the T&L segment, responsible for Transporeon, enterprise, MAPS, and forestry. Mr. Keating first joined Trimble in July 2012 via the acquisition of the SketchUp team from Google. Until October 2023, he served in expanding leadership roles in Trimble’s AECO segment, including as general
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manager of the architecture & design division (SketchUp), vice president and general manager of the AECO design and engineering software group, and senior vice president of corporate strategy. Mr. Keating holds a bachelor’s degree in Mechanical Engineering from Clarkson University and an MBA from Carnegie Mellon University.
Peter Large —Peter Large currently serves as senior vice president in charge of strategy, corporate development, corporate partnerships and alliances, and Trimble’s Office of Technology Innovation. From October 2022 to November 2023, he served as senior vice president responsible for Trimble's buildings and infrastructure segment, and from July 2021 to October 2022, as senior vice president responsible for our civil infrastructure solutions businesses, including Trimble’s joint ventures with Caterpillar and Hilti. Prior to that, he was vice president responsible for Trimble’s construction field solutions businesses. He was appointed to that position when he rejoined Trimble in December 2020, having earlier served with the Company between 1996 and 2014 in a number of leadership roles, including as vice president of channel development; as general manager for the mapping, GIS, and utilities business; and in a variety of product management, marketing, and sales management roles. Prior to re-joining Trimble, he obtained a doctoral degree and then was a research solutions strategist with Boeing’s Digital Solutions and Analytics business from 2019 to 2020. Dr. Large holds an Ed.D. from Oklahoma State University, a Master of Science in Management from the Stanford University Graduate School of Business, a Postgraduate Diploma in Strategy and Innovation from the University of Oxford, and a Bachelor of Science degree from the University of Newcastle Upon Tyne, U.K.
Mark Schwartz — Mark Schwartz currently serves as senior vice president of the AECO segment, responsible for Trimble’s construction enterprise solutions, civil infrastructure design and engineering, and owner and public sector businesses. Prior to that, Mr. Schwartz served as senior vice president responsible for construction enterprise solutions from October 2022 until November 2023, and as Trimble’s chief digital officer from September 2020 through October 2022, leading the transformation initiatives of Trimble's business systems, processes, and infrastructure to better serve the customer through the transition to “as‑a-service” business models. Mr. Schwartz served as vice president and general manager of Trimble’s civil construction software business from January 2020 until September 2020 and as chief operating officer of virtual site solutions, a joint venture between Trimble and Caterpillar from April 2017 to January 2020. Mr. Schwartz holds a Bachelor of Science from Bryant University in Smithfield, Rhode Island.
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Item 1A. Risk Factors
RISKS AND UNCERTAINTIES
You should carefully consider the following risk factors, in addition to the other information contained in this report and in any other documents to which we refer you in this report, before purchasing our securities. The risks and uncertainties described below are not the only ones we face.

Risks related to our business
We operate globally and are subject to significant risks in many jurisdictions, including risks related to adverse economic, political, regulatory, and other global and regional conditions
We have operations in many countries, and a significant portion of our revenue is derived from countries outside of the United States. As a result, our business, financial condition, and results of operations, including our ability to design, develop, or sell products, has been and may continue to be adversely affected by a number of factors outside of our control, including:
• global and local economic conditions, such as inflation and recession;
• the strength of the engineering, construction, and transportation markets;
• the demand and cost of commodities;
• imposition of new and changing tariffs, which can increase supply costs, create difficulties in forecasting, and affect our business operations;
• imposition of other new and evolving trade barriers, including trade sanctions, duties, and import or export licensing requirements or restrictions;
• government restrictions on our operations in any country, or restrictions on our ability to repatriate earnings from a particular country;
• differing employment practices and labor issues and the challenges and costs of staffing and managing a global workforce;
• volatile geopolitical conditions, including significant regional military conflicts and political and economic instability, in countries where we do business;
• compliance with differing local laws and regulations, including those relating to privacy, labor, and local content;
• ineffective legal protection of our IP rights in certain countries or difficulties procuring or enforcing our IP rights;
• local business and cultural factors that differ from our normal standards and practices, which can include longer payment cycles and difficulties in enforcing agreements and collecting receivables in certain foreign jurisdictions;
• fluctuations in currency rates; and
• uncertainty regarding social, political, immigration, tax, and trade policies in the U.S. and abroad.
A significant trade disruption or the establishment or increase of any trade barrier in any area where we do business—such as through increased tariffs imposed on imports into the U.S. and any resulting retaliatory actions taken by other countries—could increase the cost of our products, which could adversely impact the margin that we earn on sales, make our products more expensive for customers, or create uncertainty around demand for certain types of products, which could make our products less competitive and reduce customer demand or result in supply chain delays. Uncertainty persists around the ongoing heightened trade tensions between the U.S. and its trading partners, the resulting threats and imposition of tariffs (including those intended for foreign policy objectives), and their impacts on the global economy. If ther e were a deterioration in the global economy, the economies of the countries or regions where our customers are located or do business, or the industries that we or our customers serve, the demand for our products and services would likely decrease. In addition, government or customer efforts, attitudes, laws, or policies may lead to non-U.S. customers favoring domestic suppliers that could compete with or replace our products, which would also have an adverse effect on our business. Changes in economic conditions and political uncertainty surrounding international trade also make it difficult to make financial forecasts. Any of the foregoing factors could adversely affect our business, financial condition, and results of operations.
We have experienced disruption in our supply chain and related events, and are subject to ongoing supply chain risks
We are dependent upon a limited number of contract manufacturers for the manufacture, testing, and assembly of certain products and specific suppliers for a number of our critical components. These arrangements can generally be terminated with a limited notice. We are also dependent on a number of suppliers as the sole source of certain materials. Our current reliance on a limited group of contract manufacturers and suppliers involves risks, including the potential inability to obtain products or components to meet customers’ delivery requirements, reduced control over pricing and delivery schedules, and discontinuation of or increased prices for certain components. In addition, substantial increases in demand for certain commodities and components by major AI companies, who are able to pay high prices and acquire significant portions of the available supply, have made it difficult and more expensive to obtain certain commodities and components, and such challenges could continue unless there are increases in supply or decreases in demand by such companies for the affected commodities and components.
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Further, certain components used in our products require long lead times for ordering, and if we do not accurately forecast the need for such components, we may end up with component shortages or excess inventory.
Geopolitical conditions and their impact on our suppliers and international trade in general have previously led to shortfalls in available components we need to make products as well as increased costs to obtain components, to make products, and to transport components and products. The disruptions included extended delivery times for certain components of our hardware products and increased freight costs. Catastrophic events, such as pandemics, acts of war, or natural disasters, and their resulting impacts can also cause shortfalls in available components, as we experienced during the global supply chain shortage in 2021 and 2022. These disruptions had an adverse effect on our ability to meet customer demand, which resulted in delays in shipping products to customers and dealers.
Future disruptions could occur as a result of any number of events, such as:
• inflationary cost increases;
• trade restrictions, tariffs, or duties;
• the imposition of new regulations, quotas, or embargoes on components;
• a scarcity of, or significant increase in the price of, raw materials or required components for our products;
• fluctuations in currency exchange rates;
• third-party interference in the integrity of the products sourced through the supply chain;
• severe weather conditions or natural disasters; and
• civil unrest, military conflicts, geopolitical developments, war, or terrorism.
Any other circumstance that would require us to seek alternative sources of supply or to manufacture, assemble, and test such components internally could significantly delay our ability to ship our products, which could damage relationships with current and prospective customers and could harm our reputation and brand as well as our results of operations.
Lastly, due to supply chain issues, we have in the past and may in the future accumulate excess inventories if we inaccurately forecast demand for our products, or if dealers are unable to work through their excess inventory.
If we are unable to effectively integrate, streamline, and manage our diverse and complex businesses and operations, our ability to generate growth and revenue from new or existing customers may be adversely affected
Because our operations are diverse and complex, our personnel resources and infrastructure could become strained, and our reputation in the market and our ability to successfully manage and grow our business may be adversely affected. The size, complexity, and diverse nature of our business and the expansion of our product lines and customer base have placed increased demands on our management and operations, and future growth may place additional strains on our resources in the future. Our ability to effectively compete and to manage our planned future growth will depend on, among other things, the following:
• maintaining continuity in our senior management and key personnel;
• increasing the productivity of our existing employees;
• attracting, retaining, training, and motivating our employees, particularly our technical and management personnel;
• deploying our solutions using third-party information systems, which may require changes to our applications, documentation, and operational processes;
• improving our operational, financial, and management controls;
• improving our information reporting systems and procedures; and
• successfully implementing AI initiatives, with proper controls, to assist with achieving these objectives.
We have increasingly diversified and modified the nature and mix of our businesses, both organically and by acquisitions and divestitures. As a result, an increasing amount of our business involves business models that require managerial techniques and skill sets that are different from those required to manage our historical core businesses.
Pursuant to our Connect & Scale strategy, we are continuing to invest substantial resources in integrating our product offerings and transitioning our businesses to common core services and systems to achieve economies of scale, simplify our operations, and improve the customer experience. These efforts may result in disruptions to our operations, which could have an adverse effect on our customers, may cost more than we anticipate increasing our expenses, and take longer than planned.
These factors could have an adverse impact on our business, financial condition, and results of operations.
Changes in our software and subscription businesses may adversely affect our revenue
An increasing portion of our revenue is generated through subscription revenue, which includes SaaS and new subscription services for integrated solutions. Our customers have no obligation to renew their agreements for our subscription services after the expiration of their initial contract period, which typically ranges from one to three years , so we must continually provide compelling solutions, improvements, and customer support to retain customer subscriptions .
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Our customer acquisition and renewal rates may decline or fluctuate as a result of a number of factors, including customer preferences and budgetary constraints, overall economic conditions, competitive products and emerging AI offerings, and customer satisfaction or dissatisfaction with our products and services. Customer satisfaction with our products and services is affected by a variety of factors, such as security, reliability, performance, concerns about data privacy, current subscription terms, customer preference, and industry adoption. If customers do not renew their contracts for our products, our subscription revenue will decline, and our financial results will suffer.
Our subscription models provide our customers with the right to access certain of our software in a hosted environment or use downloaded software for a specified subscription period. Market acceptance of such offerings is affected by a variety of factors, such as security, reliability, performance, current license terms, customer preference and industry adoption, social/community engagement, customer concerns with entrusting a third party to store and manage their data, public concerns regarding privacy, and the enactment of restrictive laws or regulations. If we are unable to successfully market and support our subscription offerings, our business, financial condition, and results of operations could be adversely impacted.
We continually re-evaluate our software licensing programs and subscription programs, including specific license models, delivery methods, and terms and conditions. Changes to our licensing programs and subscription programs, including the introduction of new subscription services for integrated solutions that include hardware, the timing of the release of enhancements, upgrades, maintenance releases, the term of the contract, discounts, and promotions, could impact the timing of the recognition of revenue for our products, and adversely affect our cash flow, business, financial condition, and results of operations.
We have identified material weaknesses in our internal control over financial reporting, and if our remediation of such material weaknesses is not effective, it could impact our ability to produce timely and accurate financial statements or comply with applicable laws and regulations.
In the course of preparing our consolidated financial statements as of and for the fiscal year ended December 29, 2023, as included in the Annual Report on Form 10-K for the period ended December 29, 2023 (the “2023 Form 10-K”), we had identified a material weakness related to business combination accounting. A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.
After filing the 2023 Form 10-K with the SEC, management re-evaluated the effectiveness of our internal control over financial reporting and identified additional material weaknesses in internal control over financial reporting. The Company delayed the filing of its Quarterly Reports on Form 10-Q for the first, second, and third quarters of 2024 until the assessment of the impacts was complete. As a result of the delayed filings, the Company had received notices from the Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company was not in compliance with Nasdaq Listing Rule 5250(c)(1) (the “Listing Rule”), which requires listed companies to timely file all required periodic financial reports with the SEC. Due to the time required to prepare and file the prior delayed reports, the Company delayed the filing of its Annual Report on Form 10-K for the fiscal year ended January 3, 2025 (the “2024 Form 10-K”).
The Company filed its Amendment No. 1 on Form 10-K/A to the 2023 Form 10-K and its Quarterly Reports on Form 10-Q for the first, second, and third quarters of 2024 with the SEC on January 16, 2025, and the 2024 Form 10-K with the SEC on April 25, 2025. Those filings disclosed additional material weaknesses as described more fully therein. After the filings, the Company regained compliance with the Listing Rule. As a result of our previous failure to timely meet our SEC reporting obligations, we are unable to use Form S-3 for twelve months after that date, which will end in April 2026. This could make accessing the capital markets during this period more costly or less efficient.
Our management, under the oversight of the Audit Committee, has been taking actions to remediate the material weaknesses in our internal control over financial reporting; as described more fully in Part II, Item 9A, “Controls and Procedures” of this report. Unless otherwise described herein, the material weaknesses will not be considered remediated until the applicable remedial controls operate for a sufficient period of time and management has concluded through testing that these controls are operating effectively. If we are not able to successfully remediate these material weaknesses, there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. Moreover, if we uncover additional material weaknesses, our financial statements may be inaccurate, and we may be unable to comply with our SEC filing obligations, which could prevent us from using Form S-3 or result in a Nasdaq delisting. In addition, we may be unable to access the capital markets or repurchase our stock if we are not current with our SEC filing obligations.
We may not be able to continue to enter into or maintain important alliances and distribution relationships
We believe that in certain business areas, our success will depend on our ability to form and maintain alliances with industry participants. Our failure to form and maintain such alliances on commercially acceptable terms, or the preemption or disruption of such alliances by the actions of competitors, could adversely affect our ability to sell our products to customers. Our
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relationships with substantial industry participants such as Caterpillar, Nikon, Hilti, and AGCO are likely to evolve over time based upon the changing business needs and objectives of the parties. Evolution of our business strategies and diversification of product portfolios may lead to increased competition with our strategic allies, placing additional pressure on these relationships. Since these strategic relationships contribute to significant ongoing business in certain of our important markets, changes or disruptions in these relationships could adversely affect our sales.
Continuing to develop and expand robust distribution channels is important for maintaining and increasing sales in our dynamic and evolving markets. To do so successfully, we must, together with our partners, continue to invest in developing the sales, marketing, support, and infrastructure requirements for a robust distribution channel. The time and expense required for sales and marketing organizations of our channel partners to become familiar with our product offerings, including our new product developments, and newer types of offering, such as subscription programs for integrated solutions that include hardware, software maintenance, and other recurring services, may make it more difficult to introduce those products to end users and delay end-user adoption, which could result in lower revenue.
As market conditions and our business strategies evolve, we must also evolve our distribution and go-to-market strategies. Our efforts to further develop and expand dealer networks may not be successful, and could cause conflict in our channels or disrupt dealer coverage within specific geographic or end-user markets, which could cause difficulties in marketing, selling, or servicing our products and have an adverse effect on our business, financial condition, and results of operations. We utilize dealer networks to market, sell, and service many of our products in our Field Systems segment. Dealers who carry products that compete with our products may focus their inventory purchases and sales efforts on goods provided by competitors due to industry demand or profitability. Such sourcing decisions can adversely impact our business, financial condition, an d results of operations.
Investing in and integrating new acquisitions or divesting businesses could be costly, place a significant strain on our management systems and resources, or fail to deliver expected outcomes
From time to time, we have divested businesses, including the sale of our agricultural business to a joint venture with AGCO and the sale of our Mobility business to Platform Science. We expect to undertake additional divestitures from time to time in the future. Any such divestiture may result in:
• a disruption of our business;
• reduced synergies, including the loss of scale or key employees;
• impairment of customer relationships; and
• reductions in the breadth of our product offerings.
Divestitures may adversely impact our results if we are unable to offset the dilutive impacts from the loss of revenue associated with the divested products or businesses, or mitigate overhead costs allocated to those businesses. We could also experience higher than expected transaction costs and business sale losses, or post-closing disputes with buyers of our divested businesses, which may adversely affect our business, financial condition, and results of operations. Additionally, we typically agree to certain commercial arrangements with buyers, including to provide certain transitional services and support when we divest a business, and we may face disputes and significant, unanticipated costs in providing such services.
For significant divestitures, these transitional services can take up considerable corporate resources and attention, which may adversely affect our other businesses, operations, and results. In some cases, we have retained an equity position in the entities to which we divest our business units. We have limited control over such entities and the value of such equity stake could decline over time.
We have acquired a number of businesses, and we intend to continue to acquire other businesses. Acquisitions entail numerous risks, including:
• potential inability to successfully integrate acquired operations and products or to realize cost savings or other anticipated benefits from integration;
• loss of key employees or customers of acquired operations;
• difficulty of assimilating geographically dispersed operations and personnel of the acquired companies;
• potential disruption of our business or the acquired business;
• unanticipated expenses related to acquisitions;
• unanticipated difficulties in conforming business practices, policies, procedures, internal controls, and financial records of acquisitions with our own business;
• impairment of relationships with employees, customers, vendors, distributors, or business partners of either an acquired company or our own business;
• inability to accurately forecast the performance of recently acquired businesses, resulting in unforeseen adverse effects on our operating results;
• potential liabilities, including liabilities resulting from known or unknown compliance or legal issues, associated with an acquired business; and
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• adverse accounting impact to our results of operations because of purchase accounting treatment and the business or accounting practices of acquired companies.
Any such effects from acquisitions could be costly and place a significant strain on our management systems and resources.
As a result of acquisitions, we have significant assets that include goodwill and other purchased intangibles. The testing of goodwill and intangibles for impairment under GAAP requires us to make significant judgments and assumptions. Changes in business conditions or in the prospects or results of operations of the acquired business could require adjustments to the valuation of these assets resulting in impairments that would adversely affect our results. In addition, changes in the operating results or the valuation of companies in which we have investments may have a direct impact on our financial statements or could result in our having to write down the value of such investment.
Acquisitions may not yield expected synergies, may not grow, scale, or advance our business strategy as expected, may fall short of expected return-on-investment targets, or may not prove successful or effective for our business. Companies that we acquire may operate with different cost and margin structures, which could further cause fluctuations in our operating results and adversely affect our business, financial condition, and results of operations.
We have non-controlling stakes and ongoing commercial relationships with businesses that we have divested, including a joint venture (JV) with AGCO, which are subject to various risks, including the failure to realize intended benefits, unanticipated challenges, and other uncertainties
In April 2024, we contributed our precision agriculture business (“Ag”) , excluding certain Global Navigation Satellite System (“GNSS”) and guidance technologies, to a JV with AGCO, of which we retained a 15% stake. The risks and uncertainties associated with the JV include that (i) we may fail to realize the anticipated benefits of our non-controlling stake in the JV, (ii)  the benefits from the various agreements entered into concurrently with forming the JV (including long-term supply agreements) will be dependent upon the JV’s ability to successfully develop, market and distribute products, (iii) unanticipated factors may arise that affect the cost of operating the JV as a standalone business, and (iv) the development of technology synergies will depend on the level of research and development spending and the success of future innovation.
We also maintain a minority, non-controlling interest in Platform Science, a private company that acquired our Mobility business in February 2025, and we continue to provide products and services to Platform Science under various commercial relationships. The value of our minority equity interest in Platform Science, as well as the commercial benefits that we may realize from our commercial relationships, will depend upon the performance of Platform Science and the Mobility business, which we do not control.
We face substantial competition in our markets, which could decrease our revenue and growth rates
Our markets are highly competitive, and we expect that both direct and indirect competition will increase in the future. Our overall competitive position depends on a number of factors including the price, quality, and performance of our products, the effectiveness of our distribution channel and direct sales force, the level of customer service, the development of new technology, and our ability to participate in emerging markets. AI functionality is becoming increasingly important, and if we do not develop and expand our AI capabilities on pace with our competitors, our product offerings may fall behind. Generative AI may also enable other parties to rapidly develop products and functionality that compete with our product offerings. Within each of our markets, we encounter direct competition from other GNSS, software, optical, and laser suppliers, and competition may intensify from various larger U.S. and non-U.S. competitors and new market entrants. Our products, which commonly use GNSS for basic location information, may be subject to competition from alternative location technologies such as simultaneous location and mapping technology. In our software and subscription services businesses, we face competition from a group of large, well-established companies, particularly in the areas of design software, enterprise resource planning (“ERP”) solutions, and collaboration and project management offerings. Our integrated hardware and software products may be subject to increasing competition from mass market devices such as smartphones and tablets used in conjunction with relatively inexpensive applications, which have not been heavily used for commercial applications in the past.
These competitive developments may require us to rapidly adapt to technological and customer preference changes, including those related to cloud computing, mobile devices, new computing platforms, and, increasingly, AI technology. Such competition can result in price reductions, reduced margins, or loss of market share, any of which could decrease our revenue and growth rates. We believe that our ability to compete successfully in the future against existing and additional competitors will depend largely on our ability to execute our strategy to provide products with significantly differentiated features compared to currently available products. We may not be able to implement this strategy successfully, and our products may not be competitive with other technologies or products that may be developed by our competitors, many of whom have significantly greater financial, technical, manufacturing, marketing, sales, and other resources than we do.
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If we are unable to attract and retain qualified personnel, our business could be harmed
Our continued success depends, in part, on our ability to hire and retain qualified personnel, advance our corporate strategy, and preserve the key aspects of our corporate culture. Because our future success is dependent on our ability to continue to enhance and introduce new products, we are particularly dependent on our ability to hire and retain qualified engineers, including in areas of technology such as GNSS, software programming, information systems, data analytics, and AI. In addition, to increase revenues, we may be required to increase the size and productivity of our sales and channel management groups. Competition for qualified employees in our major locations can be intense. Our inability to hire and retain qualified management and skilled personnel, particularly engineers, salespeople, and key executive management, could disrupt our development efforts, sales results, business relationships, and our ability to execute our business plan and strategy on a timely basis and could materially and adversely affect our business, financial condition, and results of operations. In addition, any future reductions in force or other restructuring intended to improve operational efficiencies and operating costs, may adversely affect our ability to attract and retain qualified personnel.
Equity grants are a critical component of our current compensation programs. If we fail to grant equity competitively, we may have difficulty attracting and retaining critical employees.

Risks related to our technology and products
Our products are highly technical and may contain undetected errors, product defects, or security vulnerabilities
Our products are highly technical and complex and, when deployed, may contain errors, defects, or security vulnerabilities. We must develop our products quickly to keep pace with the rapidly changing market, and we have a history of frequently introducing new products. Products and services as sophisticated as ours could contain undetected errors or defects, especially when first introduced or when new models or versions are released. Such occurrences could result in damage to our reputation, lost revenue, diverted development resources, increased customer service and support costs, warranty claims, and litigation.
We warrant that our products will be free of defects for various periods of time, depending on the product. In addition, certain of our contracts include epidemic failure clauses. If invoked, these clauses may entitle the customer to return or obtain credits for products and inventory, or to cancel outstanding purchase orders even if the products themselves are not defective.
Errors, viruses, or bugs may be present in software or hardware that we acquire or license from third parties and incorporate into our products or in third-party software or hardware that our customers use in conjunction with our products. Our customers’ proprietary software and network firewall protections may corrupt data from our products or create difficulties in implementing our solutions. Changes to third-party software or hardware that our customers use in conjunction with our software could also render our applications inoperable. Any errors, defects, or security vulnerabilities in our products or any defects in, or compatibility issues with, any third-party hardware or software or customers’ network environments discovered after commercial release could result in loss of revenue or delay in revenue recognition, loss of customers, theft of trade secrets, data or intellectual property, and increased service and warranty cost, any of which could adversely affect our business, financial condition, and results of operations.
Undiscovered vulnerabilities in our products alone or in combination with third-party hardware or software could expose them to hackers or other unscrupulous third parties who develop and deploy viruses and other malicious software programs that could attack our products. Actual or perceived security vulnerabilities in our products could harm our reputation and lead some customers to return products, reduce or delay future purchases, or use competitive products.
Our internal and customer-facing systems, and systems of third parties we rely upon, may be subject to cybersecurity breaches, disruptions, or delays
A cybersecurity incident in our own systems or the systems of our third-party providers may compromise the confidentiality, integrity, or availability of our own internal data, the availability of our products and websites designed to support our customers, or our customer data. Computer hackers, foreign governments, cybercriminals, or cyber terrorists may attempt to or succeed in penetrating our network security and our website. The growing availability of AI tools has increased the sophistication of attacks, enabling more convincing phishing schemes, automated vulnerability discovery, and the rapid creation of novel malware. Additionally, due to geopolitical tensions, we and our third-party vendors may be vulnerable to a heightened risk of cybersecurity attacks, phishing attacks, viruses, malware, ransomware, hacking, or similar breaches and incidents from nation-state actors or affiliated actors, including attacks that could materially disrupt our systems and operations, supply chain, and ability to produce, sell, and distribute our products and services. Unauthorized access to our proprietary business information or customer data may be obtained through break-ins, sabotage, breach of our secure network by an unauthorized party, computer viruses, computer denial-of-service attacks, exploitation of zero-day vulnerabilities, employee theft or misuse, breach of the security of the networks of our third-party providers, or other misconduct. Additionally, outside parties may attempt to fraudulently induce employees or users to disclose user credentials or other sensitive or confidential information to gain access to data.
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We have experienced security breaches in the past, and despite our efforts to maintain the security and integrity of our systems, it is impossible to eliminate this risk. Because the techniques used by computer hackers who may attempt to penetrate and sabotage our network security or our website change frequently, they may take advantage of weaknesses and vulnerabilities in third-party software, hardware and other technology or standards, of which we are unaware or that we do not control, and these weaknesses may not be recognized until after such attempts have been launched against a target. We may be unable to anticipate or counter these techniques. It is also possible that unauthorized access to customer data or confidential information may be obtained through inadequate or ineffective security controls used by our customers, vendors, or business partners. Efforts to prevent hackers from disrupting our service or otherwise accessing our systems are expensive to develop, implement, and maintain. Such efforts require ongoing monitoring and updating as technologies change, and efforts to overcome security measures become more sophisticated, and may limit the functionality of, or otherwise adversely impact our service offering and systems. A cybersecurity incident affecting our systems may also result in theft of our intellectual property, proprietary data, or trade secrets, which would compromise our competitive position, reputation, and operating results. We also may be required to notify regulators about any actual or perceived personal data breach (including the EU Lead Data Protection Authority) as well as the individuals who are affected by the incident within strict time periods.
The systems we rely upon also remain vulnerable to damage or interruption from a number of other factors, including access to the internet, the failure of our network or software systems, or significant variability in visitor traffic on our product websites, earthquakes, floods, fires, power loss, telecommunication failures, computer viruses, human error, and similar events or disruptions. Some of our systems are not fully redundant, and our disaster recovery planning is not sufficient for all eventualities. Our systems are also subject to intentional acts of vandalism. Despite any precautions we may take, the occurrence of a natural disaster, a decision by any of our third-party hosting providers to close a facility we use without adequate notice for financial or other reasons, or other unanticipated problems at our hosting facilities could cause system interruptions and delays, and result in loss of critical data and lengthy interruptions in our services.
We rely on our information systems and those of third parties for activities such as processing customer orders, delivery of products, hosting and providing services and support to our customers, billing and tracking our customers, hosting and managing our customer data, and otherwise running our business. Any disruptions or unexpected incompatibilities in our information systems and those of the third parties upon whom we rely could have a significant impact on our business.
An increasing portion of our revenue comes from SaaS solutions and other hosted services in which we store, retrieve, communicate, and manage data that is critical to our customers’ business systems. Disruption of our systems that support these services and solutions could cause disruptions in our customers’ systems and in the businesses that rely on these systems. Any such disruptions could harm our reputation, create liabilities to our customers, hurt demand for our services and solutions, and adversely impact our business, financial condition, and results of operations.
We are dependent on new products and services, and if we are unable to successfully introduce them into the market or to effectively compete with new, disruptive product alternatives, our customer base may decline or fail to grow as anticipated
Our future revenue stream depends to a large degree on our ability to bring new products and services to market on a timely basis. We must continue to make significant investments in research and development to continue to develop new products and services, enhance existing products, and achieve market acceptance of such products and services. AI functionality is becoming increasingly important, and we must continue to develop and expand our AI capabilities. We may encounter problems in the future in innovating and introducing new products and services. Our development-stage products may not be successfully completed or, if developed, may not achieve significant customer acceptance. Development and manufacturing schedules for technology products are difficult to predict, and we might not achieve our goals as to the timing of introducing new technology products, or we could encounter increased costs. The timely availability and cost-effective production of these products in volume and their acceptance by customers are important to our future success. If we are unable to introduce new products and services, if other companies develop competing technology products and services, or if we do not develop compelling new products and services, our number of customers may not grow as anticipated, or may decline, which could harm our operating results.
Many of our offerings are increasingly focused on software and subscription services. The software industry is characterized by rapidly changing customer preferences, which require us to address multiple delivery platforms, new mobile devices, and cloud computing. Lifecycles of software products can be short, and this can exacerbate the risks associated with developing new products. The introduction of third-party solutions embodying new, disruptive technologies, the potentially transformative impact of AI, and the emergence of new industry standards could make our existing and future software solutions and other products obsolete or non-competitive. If we are not able to develop software and other solutions that address the increasingly sophisticated needs of our customers, or if we are unable to adapt to new platforms, technologies, including AI, or new industry standards that impact our markets, our ability to retain or increase market share could be adversely affected, harming our business, financial condition, and results of operations.
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Our use of artificial intelligence, or AI, and generative AI tools presents risks and challenges that could adversely affect our business and require that we incur substantial costs
We use AI and generative AI tools in our products, services, and operations, including customer service, data analytics, product development, and code creation. AI is a rapidly evolving and disruptive technology, and the long-term implications of its use are still uncertain. We expect that the increasing adoption and use of AI technologies will continue to accelerate and have significant impacts on our business and the industries we serve. Our use of AI exposes us to a unique and rapidly evolving set of risks, including the following:
• Our AI strategy requires substantial investment in technology and talent, and there can be no assurance that our investments will be beneficial to our business. Our competitors may incorporate AI more quickly or successfully, and our solutions could become less competitive as a result.
• AI-related laws and regulations in the U.S. and other countries are rapidly evolving and are subject to significant uncertainty, and could impose significant compliance costs, restrict certain AI applications, or require us to alter our AI-related practices.
• AI may produce erroneous or misleading content, and outputs that infringe on the IP or data privacy rights of others. Although we take measures to address the accuracy and appropriate use of generative AI content, including through internal AI policies and training, these efforts may not always be successful.
• Any failure by our personnel, contractors, or partners to adhere to our AI policies, or otherwise use AI in an inappropriate manner, could result in violations of confidentiality obligations and laws or regulations, jeopardize our IP rights, expose us to data privacy risks, or expose our products or business systems to defects and malware.
If we fail to navigate these challenges effectively, we could suffer reputational, technical, or competitive harm and our business and results of operations could be negatively affected.
Some of our products rely on third-party technologies including open-source software, which could result in product incompatibilities or harm availability of our products and services
We license software, technologies, and intellectual property underlying some of our software from third parties. The third-party licenses we rely upon may not continue to be available to us on commercially reasonable terms, or at all, and the software and technologies may not be appropriately supported, maintained, or enhanced by the licensors, resulting in development delays. Some software licenses are subject to annual renewals at the discretion of the licensors. In some cases, if we were to breach a provision of these license agreements, the licensor could terminate the agreement immediately. To the extent that the licensed software or technology is embedded in our products, the loss of licenses or a substantial increase in the cost of the license for, or the lack of support and maintenance of, such third-party software or technology could result in increased costs, delays in software releases or updates, or suspension of sales, until such issues have been resolved.
We also incorporate open-source software into our products. Although we monitor our use of open-source software, the terms of many open-source licenses have not been interpreted by U.S. courts, and there is a risk that such licenses could be construed in a manner that could impose unanticipated conditions or restrictions on our ability to market or sell our products or to develop new products. In such event, we could be required to seek licenses from third parties in order to continue offering our products, to disclose and offer royalty-free licenses in connection with our own source code, to re-engineer our products, or to discontinue the sale of our products in the event re-engineering cannot be accomplished on a timely basis, any of which could adversely affect our business, financial condition, and results of operations.
We are dependent on proprietary technology, which could result in litigation that could divert significant valuable resources
Our future success and competitive position are dependent upon our proprietary technology, and we rely on patent, trade secret, trademark, and copyright laws to protect our intellectual property. The patents owned or licensed by us may be invalidated, circumvented, infringed, or challenged. The rights granted under these patents may not provide competitive advantages to us. Any of our pending or future patent applications may not be issued within the scope of the claims sought by us, if at all.
Despite our efforts to protect our intellectual property rights, unauthorized parties may attempt to copy or otherwise obtain our software or develop software with the same functionality or to obtain and use information that we regard as proprietary. Others may develop technologies that are similar or superior to our technology, duplicate our technology, or design around the patents owned by us. In addition, effective copyright, patent, and trade secret protection may be unavailable, limited, or not applied for in certain countries. The steps taken by us to protect our technology might not prevent the misappropriation of such technology.
The value of our products relies substantially on our technical innovation in fields in which there are many current patent filings. Third parties may claim that we or our customers (some of whom are indemnified by us) are infringing their intellectual property rights. For example, individuals and groups may purchase intellectual property assets for the purpose of asserting claims of infringement and attempting to extract settlements from us or our customers. As new patents are issued or are brought to our attention by the holders of such patents, it may be necessary for us to secure a license from such patent holders, redesign
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our products, or withdraw products from the market. In addition, the legal costs and engineering time required to safeguard intellectual property or to defend against litigation could become a significant expense of operations. Any such litigation could require us to incur substantial costs and divert significant valuable resources, including the efforts of our technical and management personnel, which could harm our business, financial condition, and results of operations.
We are dependent on the availability and unimpaired use of allocated bands within the radio frequency spectrum; our products may be subject to harmful interference from new or modified spectrum uses
Our GNSS technology is dependent on the use of satellite signals and on terrestrial communication bands. International allocations of radio frequency are made by the International Telecommunications Union (“ITU”), a specialized technical agency of the United Nations. These allocations are further governed by radio regulations that have treaty status and which may be subject to modification every two to three years by the World Radio Communication Conference. Each country also has regulatory authority over how each band is used in the country. In the United States, the Federal Communications Commission (“FCC”) and the National Telecommunications and Information Administration share responsibility for radio frequency allocations and spectrum usage regulations.
Any ITU or local reallocation of radio frequency bands, including frequency band segmentation and sharing of spectrum, or other modifications of the permitted uses of relevant frequency bands, may materially and adversely affect the utility and reliability of our products and have significant adverse impacts on our customers, both of which could reduce demand for our products. For example, in 2020 the FCC approved a proposal by a private party to repurpose spectrum adjacent to the authorized GNSS bands for terrestrial wireless operations throughout the United States, which would have created harmful interference to GNSS receivers. The Company opposed this proposal, along with other participants in commercial and governmental sectors that rely on the use of GNSS in their critical activities. The private party involved ultimately disclaimed any plans to implement such terrestrial operations, but this proposal or similar ones could be revived in the future and other countries have considered proposals for use of frequencies that could cause harmful interference to our products. Such interference could degrade our product performance, damage our customer relationships, and require us to make expensive changes to our network of receivers.
Many of our products use other radio frequency bands, such as the public land mobile radio bands, together with the GNSS signal, to provide enhanced GNSS capabilities, such as real-time kinematics precision. The continuing availability of these non-GNSS radio frequencies is essential to provide enhanced GNSS products to our precision survey, and construction machine controls markets. In addition, transmissions and emissions from other services and equipment operating in adjacent frequency bands or in-band may impair the utility and reliability of our products. Any regulatory changes in spectrum allocation or in allowable operating conditions could have a material adverse effect on our business, financial condition, and results of operations.
Many of our products rely on GNSS technology, GPS and other satellite systems, which may become degraded or inoperable and result in lost revenue
GNSS technology, GPS satellites, and their ground support systems are complex electronic systems subject to electronic and mechanical failures and possible intentional disruption. Many of the GPS satellites currently in orbit have outlived their expected lifespans and are subject to damage by the hostile space environment in which they operate. If a significant number of satellites were to become inoperable, there could be a substantial delay before they are replaced with new satellites. A reduction in the number of operating satellites below the 24-satellite standard established for GPS may impair the utility of the GPS system and the growth of current and additional market opportunities. In addition, natural phenomena such as solar storms, software updates to GPS satellites and ground control segments, and infrequent known constellation-related events, such as GPS week number rollover, may adversely affect our products and customers. We depend on public access to open technical specifications in advance of system updates to mitigate these problems, which may not be available or complete.
We are dependent on the continued operation of GPS, which is one of the principal GNSS currently in operation. The GPS constellation is operated by the U. S. government, which is committed to maintenance and improvement of GPS. If supporting policies were to change, or if user fees were imposed, it could have an adverse effect on our business, financial condition, and results of operations.
Many of our products also use signals from systems that augment GPS, such as the Wide Area Augmentation System and National Differential GPS System, and satellites transmitting signal corrections data on mobile satellite services frequencies utilized by our RTX corrections services. Some of these augmentation systems are operated by the U.S. government and rely on continued funding and maintenance of these systems. Any curtailment of the operating capability of these systems or limitations on access to, or use of the signals, or discontinuance of service could result in degradation of our services or product performance, with an adverse effect on our business, financial condition, and results of operations.
Many of our products use satellite signals available globally from the Russian GLONASS, China’s BeiDou, and the European Galileo GNSS Systems. Other countries have developed regional GNSS systems, such as India’s NavIC and Japan's QZSS,
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which we support in some products. National or European authorities may provide preferential access to signals to companies associated with their markets, including our competitors, which could harm our competitive position. Geopolitical tensions could also result in the restriction of our usage of such satellite signals. Use of non-U.S. GNSS signals are also subject to FCC regulation and to restrictions based upon international trade or geopolitical considerations. From time to time, government officials and other interested parties have questioned whether continued use of the Russian GLONASS and Chinese BeiDou GNSS signals violates FCC rules and policies. If use of these signals was restricted by the U.S. government, we would be unable to develop and offer timely and competitive commercial products using these systems, or obtain timely and equal access to service signals, this could impact the performance of our products, harm our competitive position, and result in lost revenue.

Regulatory risks
Compliance with international and U.S. laws and regulations that apply to our international operations can be complex, and exposes us to various risks related to potential non-compliance
As a global company, our business is subject to a complex and evolving set of international and U.S. laws and regulations, including export control laws, import and trade restrictions or sanctions, anti-bribery laws, anti-competition regulations, data privacy requirements, labor relations laws, and tax laws.
Many of our products are subject to U.S. export law restrictions that limit the destinations and types of customers to which our products may be sold or that require an export license in connection with sales outside the United States. Given the complexity of these laws, there is a heightened risk that some provisions may be breached, either intentionally or inadvertently. Also, we may be held liable for actions taken by our local dealers and partners. Violations of these laws and regulations could result in fines, criminal sanctions against us or our employees, and prohibitions or conditions on the conduct of our business or our ability to offer our products in one or more countries.
We operate in many parts of the world that have experienced significant governmental corruption to some degree. In response to foreign corruption, some countries have adopted anti-corruption and anti-bribery laws, such as the U.S. Foreign Corrupt Practices Act (FCPA) and the U.K. Bribery Act. In certain circumstances, strict compliance with anti-bribery laws may conflict with local customs and practices. We may be subject to competitive disadvantages to the extent that our competitors are able to secure business, licenses, or other preferential treatment by making payments to government officials and others in positions of influence or through other methods that relevant law and regulations prohibit us from using. Our success depends, in part, on our ability to anticipate these risks and manage these difficulties.
Changes in any of these areas could increase our compliance burden, raise our operating costs, or require us to alter our business practices. Violations of these diverse regulatory systems could result in financial penalties or operational disruptions and could harm our brand, our international expansion efforts, our ability to attract and retain employees, and our business, financial condition and results of operations.
We are subject to evolving and potentially conflicting data privacy and data security laws in the United States and other jurisdictions, which could involve substantial costs and adversely impact our business
We collect, process, and store sensitive data, including personal information, for our customers and for our own business operations. As a result, we are subject to a complex and evolving patchwork of data privacy and data security laws and regulations in the United States and other jurisdictions in which we operate. These include the EU Data Act, Europe's General Data Protection Regulation (GDPR), which carries fines of up to 4% of global annual revenue, and a growing number of comprehensive state-level privacy laws in the U.S., including the California Privacy Rights Act (CPRA) and similar legislation in other states. These laws and regulations impose numerous obligations on our business, including those relating to the collection, use, disclosure, transfer, destruction, and security of personal information. The requirements under these laws are often complex, vary by jurisdiction, and can be subject to unclear or conflicting interpretations, as well as a lack of interpretive guidance from regulators.
In addition, our use of AI and machine learning relies on access to large datasets, which creates novel data privacy challenges. Evolving laws and regulations governing AI may impose new restrictions on how we collect and use data to train our models, potentially limiting our ability to innovate.
As a global company, we regularly transfer personal data across borders. These international transfers of personal data are subject to significant regulatory scrutiny, which present ongoing compliance challenges and can complicate our business transactions and operations. In addition, some countries are considering or have passed legislation that requires local storage and processing of data, including geospatial data, which could impact our ability to deliver cloud-based solutions in an efficient manner.
Amendments and revisions to existing data privacy legislation, and other developments impacting data privacy and data protection may require us to modify our data processing practices and policies, increase the complexity of providing our products and services and cause us to incur substantial costs in an effort to comply. Failure to comply with these data privacy
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and data security laws and regulations may lead to significant fines, private litigation, reputational harm, and business interruption.
We are subject to the impact of governmental and other certifications processes and regulations, which could adversely affect our products and our business
We market many products that are subject to governmental regulations and certifications before they can be sold. As we develop and enhance features which support automated and autonomous operation of our products, we are increasingly subject to functional safety regulation. Conformité Européenne (CE) certification is required for GNSS receivers and data communications products, which must also conform to the European harmonized GNSS receiver requirements and the radio equipment directive to be sold in the European community. In the future, the U.S., European, or other governmental authorities may propose GPS receiver testing and certification for compliance with published GPS signal interface or other specifications. Governmental authorities may also propose other forms of GPS receiver performance standards, which may limit design alternatives, hamper product innovation, or impose additional costs. Some of our products that use integrated radio communication technology require product type certification and some products require an end user to obtain licensing from the FCC and other national authorities for frequency-band usage. Compliance with evolving product regulations in our major markets could require that we redesign our products, cease selling products in certain markets, and increase our costs of product development. An inability to obtain required certifications in a timely manner could adversely affect our ability to bring our products to market and harm our customer relationships. Failure to comply with evolving requirements could result in fines and limitations on sales of our products.

Financial and tax risks
Our debt could adversely affect our cash flow and prevent us from fulfilling our financial obligations
At the end of 2025, our total debt, comprised of senior notes, was $1.4 billion. When our senior notes mature, we will have to utilize significant resources to repay these senior notes or seek to refinance them. If we decide to refinance the senior notes, we may be required to do so on different or less favorable terms, which may adversely affect our results of operation. Any downgrade by credit rating agencies could adversely affect our cost of borrowing, limit our access to the capital markets, or result in more restrictive covenants in future debt agreements.
Our outstanding indebtedness could have other important consequences, such as:
• decreasing our business flexibility, limiting access to capital, and/or increasing our borrowing costs;
• requiring us to dedicate a portion of our cash flow from operations and other capital resources to debt service, thereby reducing our ability to fund working capital, capital expenditures, general corporate purposes, and other cash requirements, particularly if the ratings assigned to our debt securities by rating organizations were revised downward;
• increasing our vulnerability to adverse economic and industry conditions;
• reducing our ability to make investments and acquisitions, which support the growth of the company, or to repurchase shares of our common stock; and
• limiting our flexibility in planning for, or reacting to changes and opportunities in our industry, which may place us at a competitive disadvantage.
There are various financial covenants and other restrictions in our debt instruments, including a requirement to timely file our SEC reports. If we fail to comply with any of these requirements, the related indebtedness (and other unrelated indebtedness) could become due and payable prior to its stated maturity, and we may not be able to repay the indebtedness that becomes due. A default under our debt instruments may also significantly affect our ability to obtain additional or alternative financing.
Our ability to make scheduled payments or to refinance our obligations with respect to indebtedness will depend on our operating and financial performance, which in turn, is subject to prevailing economic conditions and to financial, business, and other factors beyond our control. A portion of our outstanding debt has interest rates that float based on prevailing interest rates, and we may incur additional variable-rate debt in the future. Such rates tend to fluctuate based on general economic conditions, general interest rates, Federal Reserve rates, and the supply of and demand for credit in the relevant interbanking market. If interest rates increase, our interest expense will also increase as would the costs of refinancing existing indebtedness or obtaining new debt.
Significant increases in our level of indebtedness could impact the ratings assigned to our debt securities by rating organizations, which in turn would increase the interest rates and fees that we pay in connection with our indebtedness.
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Changes in our effective tax rate may reduce our net income in future periods
We are subject to income and other taxes in the United States and numerous foreign jurisdictions. Significant judgment is required to determine and estimate worldwide tax liabilities. While we believe our tax positions are consistent with the tax laws in the jurisdictions in which we conduct our business, it is possible that these positions may be contested or overturned by jurisdictional tax authorities, which may have a significant impact on our global provision for income taxes. Our effective tax rate is primarily subject to the geographic mix of earnings, statutory rates, intercompany transfer pricing, and enacted tax laws.
A number of factors may increase our future effective tax rates, including:
• the jurisdictions in which profits are determined to be earned and taxed;
• the resolution of issues arising from tax audits with the U.S. and foreign tax authorities;
• changes in our intercompany transfer pricing methodology;
• changes in the valuation of our deferred tax assets and liabilities;
• increases in expense not deductible for tax purposes, including transaction costs and impairments of goodwill in connection with acquisitions;
• changes in the realizability of available tax credits;
• changes in share-based compensation;
• changes in tax laws or the interpretation of such tax laws; and
• changes in generally accepted accounting principles.
The jurisdictions where we do business may change tax laws, regulations, and interpretations on a prospective or retroactive basis and these potential changes could adversely affect our effective tax rates and impact our financial results.
The Organization of Economic Cooperation and Development (“OECD”) introduced, and member countries agreed to, a framework that imposes a minimum tax of 15% to certain multinational enterprises. To date, certain member countries have implemented the framework, and while the impact to our fiscal year 2025 financial results was minimal, we will continue to monitor and evaluate the implications.
We are currently in various stages of multiple year examinations by U.S. federal, state, and foreign taxing authorities. If taxing authorities of any jurisdiction were to successfully challenge a material tax position, we could become subject to higher taxes and our earnings could be adversely affected.
We may be affected by fluctuations in currency exchange rates
Approximately half of our revenue is derived from sales to customers outside of the U.S., and we are potentially exposed to adverse as well as beneficial movements in currency exchange rates. Historically, the majority of our revenue contracts are denominated in U.S. Dollars, with the most significant exception being Europe, where we invoice primarily in Euro. Additionally, a portion of our expenses, such as the cost to manufacture and costs of personnel, are denominated in foreign currencies, primarily the Euro. An increase in the value of the dollar could increase the real cost to our customers of our products in those markets outside the U.S. where we sell in dollars, and a weakened dollar could increase the cost of local operating expenses, procurement of raw materials from sources outside the U.S., and overseas capital expenditures. We also conduct certain investing and financing activities in local currencies. Our foreign exchange forward contracts reduce, but do not eliminate, the impact of currency exchange rate movements; therefore, changes in exchange rates could harm our business, financial condition, and results of operations.
Risks related to ownership of our stock
Our stock price is volatile
The market price of our common stock has been, and may continue to be, highly volatile. During 2025, our stock price ranged fro m $52.91 to $87.50. A variety of factors can cause the price of our common stock to fluctuate, potentially substantially, including:
• quarterly fluctuations in our actual or anticipated operating results and order levels;
• announcements and reports of developments related to our business, financial statements and performance, our major customers and partners, and the industries in which we compete, or the industries in which our customers compete;
• delays in filing our SEC reports;
• security breaches;
• acquisition, divestiture, and joint venture announcements;
• new products or product enhancements (including AI) announced or introduced by us or our competitors;
• disputes with respect to developments in patents or other intellectual property rights;
• developments in our relationships with our partners, customers, and suppliers;
• the imposition of tariffs or other trade barriers;
• political, economic, or social uncertainty;
• general conditions in the worldwide economy;
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• catastrophic or geopolitical events, including global pandemics; and
• acts of terrorism.
In addition, the stock market in general and the markets for shares of “high-tech” companies in particular have frequently experienced extreme price fluctuations, which have often been unrelated to the operating performance of affected companies.
Our annual and quarterly performance fluctuates, which can adversely impact our stock price
Our operating results have fluctuated and can be expected to continue to fluctuate in the future on a quarterly and annual basis as a result of a number of factors, many of which are beyond our control. Results in any period could be affected by:
• changes in market demand;
• competitive market conditions;
• supply chain disruptions;
• the amount of inventory that our dealer networks carry;
• the timing of recognizing revenue;
• fluctuations in foreign currency exchange rates;
• the cost and availability of components;
• the mix of our customer base and sales channels;
• the mix of products sold;
• pricing of products;
• execution of objectives and key results;
• changes in the U.S. or foreign policies on taxes, trade, tariffs, or spending;
• geopolitical tensions and uncertainties;
• regional responses and restrictions related to global pandemics;
• the number of weeks in a fiscal period, which may differ period over period; and
• other risks, including those described below.
Seasonal variations in demand for our products may also affect our quarterly results. For instance, construction equipment revenue has historically been the highest in early spring. If we do not accurately forecast seasonal demand, we may be left with unsold inventory or have a shortage of inventory, which could adversely impact our business, financial condition, and results of operations.
Due in part to the buying patterns of our customers, a portion of our hardware revenue occurs from orders received and immediately shipped to customers in the last few weeks and days of each quarter, while our operating expense tends to remain fairly predictable. These patterns could harm our operating results if for any reason expected sales are deferred, orders are not received, or shipments are delayed a few days at the end of a quarter.
The price of our common stock could decline substantially in the event any of these risks result in our financial performance being below the expectations of public market analysts and investors, which are based on historical and predictive models that are not necessarily accurate representations of the future.

General risk factors
Claims and lawsuits against us, negative regulatory outcomes, or other events that adversely affect our reputation, could harm our business
We are subject to a variety of claims and lawsuits. Adverse outcomes in some or all of these claims may result in significant monetary damages or injunctive relief that could adversely affect our ability to conduct business. Litigation and other claims are subject to inherent uncertainties, and the outcomes can be difficult to predict. Management may not adequately reserve for a contingent liability, or may suffer unforeseen liabilities, which could then adversely affect the results of a financial period. A material adverse impact on our consolidated financial statements could occur for the period in which the effect of an unfavorable final outcome becomes probable and reasonably estimable which, if not expected, could harm our business, financial condition, and results of operations.
Our ability to attract and retain investors, customers, and employees could be adversely affected by damage to our reputation resulting from various events including litigation or regulatory outcomes, as well as failure to deliver minimum standards of service, quality, and security; compliance failures; employee misconduct or unethical behavior; unintended breach of confidential information; or the activities of our customers and commercial partners. Such events, and the resulting damage to our reputation, could harm our business, financial condition, and results of operations.
Catastrophic events or geopolitical conditions could disrupt our operations
Acts of war, acts of terrorism or civil unrest, natural disasters, pandemics, and other catastrophic events, especially any events that affect our larger markets or GNSS signals or systems, could have a material adverse impact on our business. The threat of
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terrorism and war and heightened security and military activity in response to such a threat, or any future acts of terrorism or hostilities, may involve a redeployment of the satellites used in GNSS or interruptions of the system. Civil unrest, local conflicts, or other political instability may adversely impact regional economies, cause work stoppages or trade interruptions, or result in limitations on business transactions with the affected jurisdictions. To the extent that such interruptions result in delays or the cancellation of orders, disruption of the manufacturing or shipment of our products, or reduced demand for our products, these interruptions could have a material adverse effect on our business, financial condition, and results of operations.
Geopolitical tensions and military conflicts, including the effects of significant trade barriers and sanctions on the world economy and markets, possible retaliatory cyber-attacks, and supply chain disruptions, have contributed to increased market volatility and uncertainty, and could adversely affect our business and renew the prior supply chain challenges that we have faced in the past. Sanctions, embargoes, regional instability, geopolitical shifts, and adverse effects on macroeconomic conditions, could lead to the unavailability and increased cost of raw materials, supplies, freight, and labor, and negatively affect currency exchange rates and our suppliers, customers, and potential consumer demand for our products, all of which could have a negative effect on our business, financial condition, and results of operations.
In response to the imposition of significant new tariffs on the importation of goods from various countries, we have restructured our global fulfillment network, moving away from a largely centralized inventory in the U.S. to maintaining more commodity, component, and product inventory in several regions around the world. This change has introduced new risks and challenges regarding local inventory management, procurement, and product distribution. Any disruption or damage to our facilities, operations, or inventory at our regional fulfillment sites, whether as a result of natural disasters or other catastrophic events, could impair our ability to fulfill orders for our hardware products, which would negatively affect our results of operations.
Any of our primary locations may be vulnerable to the adverse effects of climate change. The increasing frequency and impact of extreme weather events on critical infrastructure in the U.S. and elsewhere have the potential to disrupt our business, the business of our third-party suppliers, and the business of our customers, which could negatively affect our financial condition and results of operations.
Sustainability matters and related reporting obligations may cause us to incur additional expenses or adversely affect our business or reputation
We are subject to domestic and international laws and regulations relating to sustainability matters, which may include specific, target-driven disclosure requirements or obligations. Complying with these regulations and obligations may involve significant expense. We also communicate certain sustainability-related initiatives, goals, and/or other matters in our annual Sustainability Report, on our website, and elsewhere, and some of our investors and customers have expectations regarding sustainability-related matters. Our disclosures on these matters and the standards we set for ourselves, or a failure to meet these standards or expectations, may influence our reputation and the value of our brand and could adversely affect our business, financial condition, and results of operations.

Item 1B. Unresolved Staff Comments
None.

Item 1C. Cybersecurity
The Company takes a multifaceted approach to assessing, identifying, and managing material risks from cybersecurity threats. The cybersecurity risk management processes described below are integrated into the Company’s overall risk management system.
Each Trimble business has identified a dedicated expert to assess vulnerabilities, calculate risks, and determine where risk mitigation efforts are needed. These experts work with the Company’s Chief Information Security Officer (“CISO”) and alongside product engineering personnel, to review technical risk data that comes from our central risk tracking system, prioritize risk mitigation activities, and manage other risk management processes. We employ a variety of security protections in our digital systems, including access controls and logging, denial of service protection, and automated intrusion-prevention tools. We have a cybersecurity awareness program which covers topics such as phishing, social networking safety, password security, and mobile device usage. We have an information security training program, including an annual program of general security awareness for all employees and developer training throughout the year. We also conduct regular phishing simulations, with follow-up training as needed, for employees and contractors. We maintain an information security risk insurance policy.
As part of our product development activities, we have implemented the Trimble Secure Development Life Cycle (“TSDLC”), which uses overlapping security activities and controls to build robust security into the cloud-based products and services we provide, some of which are also deployed across our own IT infrastructure. TSLDC includes vulnerability scanning, intrusion prevention, tracking of security metrics, and code analysis vulnerability tools. Over 100 of our products are certified to ISO/IEC
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27001:2013, which addresses secure information, resilience to cyber-attacks, existence of a centrally managed framework, organization-wide protection, responses to evolving security threats, and protection of data.
Core information technology systems supporting our business operations are backed up and stored outside of our network infrastructure. Our cloud-based systems, including products we sell, utilize configurations for backup designed to prevent data from being destroyed as a result of a cyber event.
We implement controls and procedures designed to measure and mitigate risk with third-party vendors and business partners who have access to sensitive information, including conducting a security risk assessment. Identified security risks are remediated or documented, and in some cases, the business relationship may be ended or not pursued. We also perform a vendor security assessment process for purchases over a certain minimum threshold.
Trimble’s incident response process is based on widely accepted industry frameworks, such as the cybersecurity framework set forth by the National Institute of Standards and Technology (“NIST”). Our framework includes steps to identify threat actors, contain the affected infrastructure, eradicate threat actor access, recover affected data or systems, and study lessons learned to help ensure any root causes are mitigated outside of the affected area.
Each year, our team of cybersecurity specialists builds a strategic vision of shared outcomes, which provides the basis for how cybersecurity risks are factored into the Company’s risk management initiatives. Along with the rest of the Company, the cybersecurity team, led by the CISO, sets goals for cybersecurity risk management that are periodically tracked and reported back to the cybersecurity team and to our CEO and Audit Committee.
We utilize a set of third parties for technical and non-technical evaluation of our security posture, including regular assessment of our products for vulnerabilities. We also perform an annual external “red team” assessment that provides an attack simulation for our security operations team to identify and triage.
To date, risks from cybersecurity threats, including as a result of any previous cybersecurity incidents, have not materially affected, and the Company is not aware of a basis to believe that such risks are reasonably likely to materially affect the Company, including its business strategy, results of operations, or financial condition. For additional information, see  Item 1A. Risk Factors—Our internal and customer-facing systems, and systems of third parties we rely upon, may be subject to cybersecurity breaches, disruptions, or delays .
The Board has overall responsibility for the oversight of risk management for the Company, and it exercises this oversight through Board committees and regular engagement with the Company's senior management . The Audit Committee is responsible for oversight of cybersecurity risk exposure and mitigation, and receives regular updates on cybersecurity risk management as well as timely notice of any material cybersecurity developments from the CISO through our escalation processes. The CISO presents quarterly or as needed at the Audit Committee meetings on the Company’s cybersecurity risk management activities.
We have a dedicated team that is led by the CISO, who has a technical degree in computer science from an accredited public university and extensive experience in information technology and cybersecurity across multiple industries, including financial services and defense. The team comprises security engineers, detection specialists, and business cybersecurity experts. When the team identifies credible risks, we invoke our incident response process to track and manage the details, quickly manage exposures, assess potential customer impact, and facilitate consistent reporting to our CEO and to our Audit Committee .

Item 2. Properties
Our corporate headquarters is located in Westminster, Colorado, where we own approximately 250,000 square feet. We also currently own approximately 500,000 square feet in Dayton, Ohio. These facilities are used by all reportable segments. For financial information regarding leases, refer to Note 10 “Leases” in Item 8 of this report.
We believe that our existing facilities are adequate to support current and near-term operations.

Item 3. Legal Proceedings
There are no material legal proceedings.

Item 4. Mine Safety Disclosures
None.
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PART II

Item 5.    Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities
Company Stock Performance
Our common stock trades on NASDAQ under the symbol “TRMB.” The following graph compares the cumulative five-year total return provided to stockholders on our common stock relative to the cumulative total returns of the S&P 500 Index, the S&P 500 Information Technology Index, and the S&P 500 Industrials Index. An investment of $100 (with reinvestment of all dividends) is assumed to have been made in our common stock and in each of the indexes on the last trading date of Trimble’s fiscal year 2020 . Measurement points are the last trading day of each subsequent fiscal year.

Holders
As of February 20, 2026, there were approximately 433 registered holders of record of our common stock.
Stock Repurchase Program
On February 18, 2025, the Board of Directors approved a repurchase program of up to $1.0 billion in repurchases of our common stock (the “February 2025 Program”), which replaced and cancelled the prior 2024 stock repurchase program approved in January 2024.
On December 3, 2025, the Board of Directors approved a new stock repurchase program for up to $1.0 billion in repurchases of our common stock (the “December 2025 Program”). The stock repurchase authorization does not have an expiration date and replaces the February 2025 Program, of which $199 million was remaining but is now cancelled. We may repurchase stock from time to time through accelerated stock repurchase programs, open market transactions, privately negotiated transactions, block purchases, tender offers, or other means.
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Issuer Purchase of Equity Securities
The following table provides information relating to our purchases of equity securities for the fourth quarter of 2025 :

Total Number
of Shares
Purchased Average
Price Paid
per Share Total Number of Shares
Purchased as Part of
Publicly Announced
Program Maximum Approximate Dollar Value of Shares that May Yet Be
Purchased Under the
Program

February 2025 Program

October 4, 2025 – November 7, 2025 —  $ —  —  $ 272,642,563 
November 8, 2025 – December 5, 2025 950,777  $ 76.99  950,777  $ 199,445,944 

December 2025 Program

December 6, 2025 – January 2, 2026 943,488  $ 79.37  943,488  $ 925,119,568 
Total 1,894,265  1,894,265 

Dividend Policy
We have not declared or paid any cash dividends on our common stock during any period for which financial information is provided in this report. At this time, we intend to retain future earnings, if any, to fund the development and growth of our business and do not anticipate paying any cash dividends on our common stock in the foreseeable future.

Item 6. [Reserved]
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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion should be read in conjunction with the consolidated financial statements and the related notes. The following discussion contains forward-looking statements that reflect our plans, estimates, and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to these differences include, but are not limited to, those discussed below and those listed under “Risk Factors.” This section of this report generally discusses 2025 and 2024 items and year-to-year comparisons between 2025 and 2024. Discussions of 2023 items and year-to-year comparisons between 2024 and 2023 that are not included in this report can be found in “Management's Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of our Annual Report on Form 10-K, for the year ended January 3, 2025.
EXECUTIVE LEVEL OVERVIEW
Trimble is a leading technology solutions and platform provider, enabling office professionals and field workers to connect their workflows and industry lifecycles, driving a more productive, efficient, and sustainable future. With a focus on the industries that build, maintain, and move the world, the comprehensive depth and breadth of our solutions are transforming the way the world works, making it easier for Trimble customers to focus on what matters—getting the job done right.
Our representative customers include asset owners; general and specialty contractors; architects, engineers and designers; surveyors; energy and utility companies; transportation shippers and carriers, as well as state, federal, and municipal governments. Further information on our business is presented in Part I, Item 1, “Business” of this report.
Our growth strategy is centered on multiple elements:
• Continue to execute on our Connect & Scale strategy;
• Deliver customer outcomes that can enable productivity, quality, safety, transparency, and environmental sustainability;
• Focus on software and services;
• Address attractive markets with significant growth and profitability potential;
• Capitalize on domain knowledge and technological innovation that benefit a diverse customer base;
• Drive geographic expansion with a localization strategy;
• Optimize go-to-market strategies to best access our markets; and
• Pursue strategic and targeted acquisitions, divestitures, joint ventures, and investments.
Our focus on these growth drivers has led to sustained revenue and profitability, evolving into a more streamlined and resilient business model. We continue to experience a shift toward a more significant mix of recurring revenue as demonstrated by our success in driving annualized recurring revenue (“ARR”) of $2,392.3 million, which represents growth of 6% year-over-year at the end of 2025. Excluding the impact of foreign currency, acquisitions, and divestitures, organic ARR growth was 14%. This shift toward recurring revenue has positively impacted our revenue mix, growth, and profitability over time and is leading to improved visibility in our businesses. Our software, services, and recurring revenue represented 79% and 76% of total revenue for 2025 and 2024. Additionally, we continue to maintain focus on increasing our mix of higher margin recurring revenue, which was accelerated by the Ag divestiture that closed in the second quarter of 2024 and the Mobility divestiture that closed in the first quarter of 2025.
As our solutions have expanded, our go-to-market model has also evolved with a balanced mix between direct, distribution, and OEM customers as well as enterprise-level customer relationships.
Throughout this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section, we refer to organic revenue growth, which is a non-GAAP measure. For a full definition of ARR, organic ARR, and organic revenue growth as used in this discussion and analysis, refer to the “Supplemental Disclosure of Non-GAAP Financial Measures and Annualized Recurring Revenue” found later in this Item 7.
Impact of Recent Events on Our Business
Acquisitions and Divestitures
We acquire businesses that align with our long-term growth strategies including our strategic product roadmap and, conversely, we divest certain businesses that no longer fit those strategies. This is demonstrated by the 13 acquisitions and 23 divestitures that we have completed since 2020.
Mobility Divestiture
On February 8, 2025, we completed the sale of our Mobility business to Platform Science in exchange for equity ownership interests with a fair value of $253.9 million. The fair value was based on unobservable inputs, including discounted cash flow projections, market comparables, and an option pricing model. Following the closing of the transaction, we own, or have rights
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to acquire, 32.5% of Platform Science’s expanded business comprised of (i) shares of preferred stock, with certain liquidation preferences, that represent 28.5% ownership, and (ii) common stock warrants allowing us the rights to acquire 4% of additional ownership.
Upon closing of the transaction, we deconsolidated $277.3 million of net assets including $145.3 million of goodwill, and we recorded our equity investment at its fair value under the measurement alternative election, which represents a non-cash investing activity. As a result, we recognized a cumulative, pre-tax loss of $30.6 million from the held for sale date in the third quarter of 2024 to the closing date. Mobility was reported as a part of our T&L segment.
The combined business aims to enhance driver experience, fleet safety, efficiency, and compliance by combining two cutting-edge in-cab commercial vehicle ecosystems.
Ag Divestiture
On April 1, 2024, we completed the sale and contribution of our Ag business to AGCO in exchange for $1.9 billion of cash proceeds and an equity ownership interest in PTx Trimble, a JV that was formed by Trimble and AGCO, with a fair value of $275.6 million. The fair value was based on a combination of the equity value, primarily the transaction price, and an option pricing model for a put and call option. Following the closing of the transaction, we own 15% of the JV.
Upon closing of the transaction, we deconsolidated $457.3 million of net assets, including $357.4 million of goodwill, and we recorded our equity investment at its fair value under the equity method of accounting, which represents a non-cash investing activity. As a result, we recognized a pre-tax gain of $1.7 billion in the second quarter of 2024, which includes the gain for our retained 15% ownership interest in the JV. The sale and contribution of the Ag business excluded certain GNSS and guidance technologies. Ag was reported as a part of our Field Systems segment.
Macroeconomic Conditions
Macroeconomic conditions continue to present significant challenges globally, driven by geopolitical tensions, tariff and trade policies, exchange rate and interest rate volatility, and persistent inflationary pressures. The heightened trade tensions and related imposition of tariffs and export control restrictions between the United States and its trading partners, the extent and duration of these tariffs, and their impact on global economic conditions remain uncertain and depend on various factors, including international negotiations, policy responses, potential exemptions, and shifts in global supply and demand. If there was a deterioration in the global economy, the economies of the countries or regions where our customers are located or do business, or the industries that we or our customers serve, the demand for our products and services may decrease. We are closely monitoring global trade developments. Our strategy to shift away from a hardware-centric businesses towards a more significant mix of recurring revenue is intended to mitigate any potential negative impacts on our business operations.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES
The preparation of financial statements and related disclosures in conformity with U.S. GAAP requires us to make judgments, assumptions, and estimates that affect the reported amounts of assets, liabilities, revenue, costs of sales, operating expenses, and related disclosures. We consider the accounting policies described below to be our critical accounting policies. These critical accounting policies are impacted significantly by judgments, assumptions, and estimates used in the preparation of the consolidated financial statements, and actual results could differ materially from the amounts reported based on these policies. Our accounting policies are more fully described in Note 1 “Description of Business and Accounting Policies” in Item 8 of this report.
Revenue Recognition
Revenue is recognized upon transfer of control of promised products or services to customers in an amount that reflects the consideration we expect to receive in exchange for those products or services. Revenue is recognized net of allowance for returns and any taxes collected from customers. We enter into contracts that may include various combinations of products and services, which are generally capable of being distinct and accounted for as separate performance obligations; however, determining whether promised products or services are accounted for as separate performance obligations may require significant judgment.
Judgment is also required to determine standalone selling prices (“SSP”) for promised goods or services. We use a range of amounts to estimate SSP and determine whether there is a discount to be allocated based on the relative SSP of the various products and services. We estimate SSP considering multiple factors including but not limited to, our internal cost, pricing practices, sales channel, competitive positioning, and overall market and business environments. As our offerings and markets change, we may be required to reassess our estimated SSP and, as a result, the timing and classification of our revenue could be affected.
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Income Taxes
We are a U.S.-based multinational company operating in multiple U.S. and foreign jurisdictions. Judgment is required in evaluating our uncertain tax positions and determining our provision for income taxes. We consider many factors when evaluating and estimating our tax positions and tax benefits, which may require periodic adjustments and may not accurately forecast actual tax audit outcomes. Determining whether an uncertain tax position is effectively settled requires judgment. Changes in recognition or measurement of our uncertain tax positions would result in the recognition of a tax benefit or an additional charge to the tax provision.
Income taxes are accounted for under the liability method, whereby deferred tax assets or liability account balances are calculated at the balance sheet date using current tax laws and rates in effect for the year in which the differences are expected to affect taxable income. A valuation allowance is recorded to reduce the carrying amounts of deferred tax assets if we believe it is more likely than not such assets will not be realized.
We are subject to the periodic examination of our domestic and foreign tax returns by the IRS, state, local, and foreign tax authorities who may challenge our tax positions. We regularly assess the likelihood of adverse outcomes from these examinations in determining the adequacy of our provision for income taxes.
Goodwill, Divestitures, and Intangible Assets
When acquiring a business, we allocate the purchase consideration to the assets acquired (including intangible assets) and liabilities assumed based on their fair values at the acquisition date. Any purchase consideration in excess of the fair values of the net assets acquired is recorded as goodwill.
When divesting a business, a significant portion of the gain or loss may be impacted by the goodwill allocated to the divested business and the fair value of any equity interests acquired in exchange for the disposal group. We allocate a portion of the applicable reporting unit’s goodwill to the divested business using the ratio of the fair value of the divested business compared to the fair value of the reporting unit. The fair value of the reporting units, divested businesses, and acquired equity interests is generally determined using a combination of the discounted cash flow method and the guideline company method. The significant assumptions used in the discounted cash flow model to estimate the fair values include certain assumptions that form the basis of the forecasted results, specifically, revenue, revenue growth rates, and discount rates. These significant assumptions are forward looking and could be affected by future economic and market conditions.
We evaluate goodwill on an annual basis in our fourth quarter or more frequently if indicators of potential impairment exist. To determine whether goodwill is impaired, we first assess qualitative factors. Qualitative factors include, but are not limited to, macroeconomic conditions, industry and market considerations, cost factors, overall financial performance, or other relevant company-specific events. If it is determined more likely than not that the fair value of a goodwill reporting unit is less than its carrying amount, we perform a quantitative analysis. Alternatively, we may bypass the qualitative assessment and perform a quantitative impairment test.
When performing a quantitative approach, we compare the reporting unit’s carrying amount, including goodwill, to the reporting unit's fair value. The estimation of a reporting unit's fair value involves using estimates and assumptions, including expected future operating performance using risk-adjusted discount rates. If the reporting unit's carrying amount exceeds its fair value, an impairment loss is recognized.
We review intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of those assets may not be recoverable based on their future cash flows. The estimated future cash flows are primarily based on assumptions about expected future operating performance.
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RESULTS OF OPERATIONS
Overview
The following table shows revenue by category, gross margin and gross margin as a percentage of revenue, operating income and operating income as a percentage of revenue, diluted earnings per share, and annualized recurring revenue compared for the periods indicated:

  2025 2024 Dollar Change % Change
(In millions, except per share amounts)    
Revenue:
Product $ 1,135.2  $ 1,284.0  $ (148.8) (12)%
Subscription and services 2,452.1  2,399.3  52.8  2%
Total revenue $ 3,587.3  $ 3,683.3  $ (96.0) (3)%
Gross margin $ 2,477.9  $ 2,396.3  $ 81.6  3%
Gross margin as a % of revenue 69.1  % 65.1  %
Operating income $ 592.0  $ 460.7  $ 131.3  29%
Operating income as a % of revenue 16.5  % 12.5  %
Diluted earnings per share $ 1.76  $ 6.09  $ (4.33) (71)%

Non-GAAP operating income (1)
$ 988.1  $ 937.2  $ 50.9  5%
Non-GAAP operating income as a % of revenue (1)
27.5  % 25.4  %
Non-GAAP diluted earnings per share (1)
$ 3.13  $ 2.85  $ 0.28  10%

Annualized Recurring Revenue (“ARR”) (1)
$ 2,392.3  $ 2,257.8  $ 134.5  6%

(1)     Refer to “Supplemental Disclosure of Non-GAAP Financial Measures and Annualized Recurring Revenue” of this report for definitions.
Basis of Presentation
We use a 52 to 53-week fiscal year ending on the Friday nearest to December 31, which for 2025 was January 2, 2026. 2025 was a 52 -week year, and 2024 was a 53 -week year . 2026 will be a 52-week year.

2025 Compared to 2024
Revenue

2025
Change versus 2024
% Change
Product Subscription and Services Total Revenue
Change in Revenue (12) % 2  % (3) %
Acquisitions 1  % 1  % 1  %
Divestitures (12) % (8) % (10) %

Organic growth (1) % 9  % 6  %

Note that the fiscal year of 2025 began on January 4, 2025 compared to the fiscal year of 2024, which began on December 30, 2023. This significantly impacted overall Company year-over-year comparisons, particularly for AECO organic subscription and services, due to: (a) the recognition in the first quarter of 2024 for January 1 annual software term license renewals (“January 1 software renewals”), and (b) the recognition of an additional week of subscription and services revenue in the fourth quarter of 2024, resulting from the 53-week year. For the total Company, the organic impact of the software renewals and additional week in 2024 was an approximate 2% negative impact on revenue growth for 2025.
Total organic revenue increased due to subscription and services growth, partially offset by the January 1 software renewals and the additional week.
Organic product revenue slightly decreased due to lower demand in surveying and positioning products, partially offset by strong end-user demand for Civil Construction solutions.
Organic subscription and services revenue increased primarily due to strong software term license and subscription growth across all segments, particularly in AECO. The increase was partially offset by the impact from the January 1 software renewals and the additional week.
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