10-K – 2026-02-25 – trmb-20260102.htm

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 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.

Research and Development, Sales and Marketing, and General and Administrative Expense
The following table shows research and development (“R&D”), sales and marketing (“S&M”), and general and administrative (“G&A”) expense along with these expenses as a percentage of revenue for the periods indicated:

  2025 2024 Dollar Change % Change
(In millions)    
Research and development $ 630.7  $ 662.3  $ (31.6) (5)%
Percentage of revenue 17.6  % 18.0  %
Sales and marketing $ 646.0  $ 603.8  $ 42.2  7%
Percentage of revenue 18.0  % 16.4  %
General and administrative $ 483.1  $ 547.9  $ (64.8) (12)%
Percentage of revenue 13.5  % 14.9  %
Total $ 1,759.8  $ 1,814.0  $ (54.2) (3)%

R&D expense decreased primarily due to divestitures, partially offset by increased compensation expenses. We believe that developing and introducing new solutions are critical to our future success, and we expect to continue the active development of new products.
S&M expense increased primarily due to higher marketing and consulting expenses related to revenue growth, as well as higher compensation expense, including commissions, partially offset by the impact of the divestitures.
G&A expense decreased primarily due to higher consulting and transaction expenses in the prior year and the impact of the divestitures, partially offset by additional software and technology expenses to support our Connect & Scale strategy and higher compensation expense.

Amortization of Purchased Intangible Assets
The following table shows amortization of purchased intangible assets for the periods indicated:

  2025 2024 Dollar Change % Change
(In millions)    
Cost of sales $ 65.2  $ 93.3  $ (28.1) (30)%
Operating expenses 106.8  105.7  1.1  1%
Total amortization expense of purchased intangibles $ 172.0  $ 199.0  $ (27.0) (14)%

Total amortization expense of purchased intangibles as a percentage of revenue 5  % 5  %

In 2025, total amortization expense of purchased intangibles decreased primarily due to the expiration of prior years’ acquisition amortization.
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Non-Operating (Expense) Income, Net
The following table shows non-operating (expense) income, net for the periods indicated:

  2025 2024 Dollar Change % Change
(In millions)    
Divestitures gain, net $ 3.0  $ 1,687.9  $ (1,684.9) (100)%
Interest expense, net (74.4) (90.7) 16.3  (18)%

Loss from equity method investments, net
(0.2) (48.1) 47.9  (100)%
Other loss, net
(11.0) (3.9) (7.1) 182%
Total non-operating (expense) income, net $ (82.6) $ 1,545.2  $ (1,627.8) (105)%

Non-operating expense, net increased primarily due to the Ag divestiture gain in the prior year.
Income Tax Provision
Our effective income tax rate for 2025 and 2024 were 16.8% and 25.0%. The decrease in the tax rate was primarily due to gains from the Ag divestiture in 2024.
The OBBBA, signed into law on July 4, 2025, includes changes to U.S. federal tax regulations. We have accounted for its tax implications during 2025 based on our current interpretation of the legislation, and the impact to our 2025 tax rate is immaterial. The Company continues to evaluate the impact of the OBBBA and currently believes it will not have a material impact on our future effective income tax rate.

Results by Segment
We report our financial performance, including revenue and operating income, based on three reportable segments: AECO, Field Systems, and T&L.
Our chief operating decision maker (“CODM”) views and evaluates operations based on the results of our reportable operating segments under our management reporting system. These results are not necessarily in conformance with U.S. GAAP. For additional discussion of our segments, refer to Note 8 “Segment and Geographic Information” in Item 8 of this report.
The following table is a summary of revenue and operating income by segment compared for the periods indicated:

  2025 2024 Dollar Change % Change
(In millions)  
AECO
Segment revenue $ 1,498.6  $ 1,358.6  $ 140.0  10%
Segment revenue as a % of total revenue 42  % 37  %
Segment operating income $ 512.1  $ 463.6  $ 48.5  10%
Segment operating income as a % of segment revenue 34.2  % 34.1  %
Field Systems
Segment revenue $ 1,539.5  $ 1,535.9  $ 3.6  —%
Segment revenue as a % of total revenue 43  % 42  %
Segment operating income $ 478.1  $ 442.0  $ 36.1  8%
Segment operating income as a % of segment revenue 31.1  % 28.8  %
T&L
Segment revenue $ 549.2  $ 788.8  $ (239.6) (30)%
Segment revenue as a % of total revenue 15  % 21  %
Segment operating income $ 120.5  $ 155.1  $ (34.6) (22)%
Segment operating income as a % of segment revenue 21.9  % 19.7  %

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The following table is a reconciliation of our consolidated segment operating income to consolidated income before taxes:

  2025 2024
(In millions)    
Total segment operating income
$ 1,110.7  $ 1,060.7 
Unallocated general corporate expenses (122.6) (123.5)
Amortization of purchased intangible assets (172.0) (199.0)
Acquisition / divestiture items (19.1) (81.6)
Stock-based compensation / deferred compensation (151.5) (163.5)
Restructuring and other costs (53.5) (32.4)
Consolidated operating income 592.0  460.7 
Total non-operating (expense) income, net (82.6) 1,545.2 
Consolidated income before taxes $ 509.4  $ 2,005.9 

AECO

Change versus 2024 2025
  % Change
Change in Revenue - AECO
10  %

Foreign currency exchange 0  %
Organic growth
10  %

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

Change versus 2024 2025
  % Change
Change in Revenue - Field Systems
—  %
Acquisitions 1  %
Divestitures (6) %

Organic growth 5  %

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

Change versus 2024 2025
  % Change
Change in Revenue - T&L
(30) %
Acquisitions 2  %
Divestitures (35) %
Foreign currency exchange 1  %
Organic growth 2  %

Organic revenue increased primarily driven by MAPS and Transporeon subscription revenue growth, partially offset by the impact from the prior year’s additional week. The impact of the additional week was an approximate 1% negative impact on segment revenue growth for 2025.
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Operating income decreased primarily due to the loss of Mobility divestiture income. Operating income as a percentage of revenue increased primarily due to the loss of lower margin Mobility divestiture income.
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LIQUIDITY AND CAPITAL RESOURCES

At the End of Year 2025 2024 Dollar Change % Change
(In millions, except percentages)    
Cash and cash equivalents (1)
$ 253.4  $ 747.8  $ (494.4) (66) %
As a percentage of total assets 2.7  % 7.9  %
Principal balance of outstanding debt $ 1,400.0  $ 1,400.0  $ —  —  %

Years 2025 2024 Dollar Change % Change
(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 used in financing activities
(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 

(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 provided by operating activities was primarily driven by higher tax payments related to the Ag divestiture, and to a lesser extent, higher incentive bonus payments. The decrease was partially offset by lower interest payments.
Investing Activities
The increase in cash used in investing activities was primarily related to the $1.9 billion of proceeds received from the Ag divestiture in the prior year.
Financing 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.
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.
In the second quarter of 2024, we completed the Ag divestiture and received $1.9 billion of cash proceeds, subject to working capital adjustments. Approximately half of the proceeds were used in 2024 to pay down debt and make a tax payment of $122.0 million related to the divestiture transaction. The remaining proceeds were used in 2025 to repurchase stock and pay the remaining $277.4 million final tax payment for the Ag divestiture, which was made during the second quarter of 2025.
The recently enacted OBBBA permanently repeals the domestic R&D capitalization requirement. As a result, we expect cash tax reductions of approximately $53 million in 2025 and approximately $53 million in 2026.
Our material cash requirements include the following contractual and other obligations and cash needs:
Leases
We have operating leases primarily for certain of our major facilities, including corporate offices, research and development facilities, and manufacturing facilities. Operating leases represent undiscounted lease payments and include short-term leases. At the end of 2025, we had fixed lease payment obligations of $208.8 million, with $46.7 million payable within the next 12 months. Refer to Note 10 “Leases” in Item 8 of this report for additional information regarding our leases.
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Tax Payable
At the end of 2025, we had income taxes payable of $17.7 million, which are payable within the next 12 months.
In addition, we have unrecognized tax benefits of $79.7 million included in Other non-current liabilities, including interest and penalties. At this time, we cannot make a reasonably reliable estimate of the period of cash settlement with tax authorities regarding this liability. Refer to Note 14 “Income Taxes” in Item 8 of this report for additional information regarding our taxes.
Other Purchase Obligations and Commitments
Purchase obligations and commitments primarily relate to non-cancellable agreements with certain software and service providers and inventory commitments. At the end of 2025, we had operating purchase obligations and commitments of approximately $519.3 million, with $303.7 million payable within the next 12 months. Other than the items discussed above, we do not have any off-balance sheet financing arrangements or liabilities.
Debt
At the end of 2025, we had outstanding fixed-rate senior notes with varying maturities for an aggregate principal amount of $1.4 billion. Future interest payments total $439.5 million, with $78.2 million payable within the next 12 months. Refer to Note 9 “Debt” in Item 8 of this report for additional information regarding our debt.
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 shares. Refer to Note 16 “Common Stock Repurchase”  in Item 8 of this report for additional information regarding our stock repurchase program.
EFFECT OF NEW ACCOUNTING PRONOUNCEMENTS
The impact of recent accounting pronouncements is disclosed in Note 1 “Description of Business and Accounting Policies” in Item 8 of this report.

SUPPLEMENTAL DISCLOSURE OF NON-GAAP FINANCIAL MEASURES AND ANNUALIZED RECURRING REVENUE
To supplement our consolidated financial information, we included non-GAAP financial measures, which are not meant to be considered in isolation or as a substitute for comparable GAAP measures. We believe non-GAAP financial measures provide useful information to investors and others in understanding our core operating performance, which excludes (i) the effect of certain non-cash items and certain variable charges not expected to recur; and (ii) transactions that are not meaningful in comparison to our past operating performance or not reflective of ongoing financial results. Lastly, we believe that our core operating performance offers a supplemental measure for period-to-period comparisons and can be used to evaluate our historical and prospective financial performance, as well as our performance relative to competitors.
Organic revenue growth is a non-GAAP measure that refers to revenue excluding the impacts of (i) foreign currency translation, and (ii) acquisitions and divestitures that closed in the prior 12 months. We believe organic revenue growth provides useful information in evaluating the results of our business because it excludes items that are not indicative of ongoing performance or impact comparability with the prior year. We provide reconciliation tables showing the change in revenue growth to organic revenue growth in the “ Results of Operations ” section found earlier in this Item 7.
In addition to providing non-GAAP financial measures, we disclose ARR to give the investors supplementary indicators of the value of our current recurring revenue contracts. ARR represents the estimated annualized value of recurring revenue. ARR is calculated by taking our subscription and maintenance and support revenue for the current quarter and adding the portion of the contract value of all our term licenses attributable to the current quarter, then dividing that sum by the number of days in the quarter and then multiplying that quotient by 365. Organic ARR refers to annualized recurring revenue excluding the impacts of (i) foreign currency translation, and (ii) acquisitions and divestitures that closed in the prior 12 months. ARR and organic ARR should be viewed independently of revenue and deferred revenue as they are performance measures and are not intended to be combined with or to replace either of those items.
The non-GAAP financial measures, definitions, and explanations to the adjustments to comparable GAAP measures are included below:
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Years
    2025 2024

    Dollar % of Dollar % of
(In millions, except per share amounts)   Amount Revenue Amount Revenue
REVENUE:
GAAP revenue: $ 3,587.3  $ 3,683.3 
GROSS MARGIN:
GAAP gross margin: $ 2,477.9  69.1  % $ 2,396.3  65.1  %
Amortization of purchased intangible assets (A) 65.2  93.3 

Stock-based compensation / deferred compensation (C) 15.7  17.4 
Restructuring and other costs (D) 6.8  3.6 
Non-GAAP gross margin: $ 2,565.6  71.5  % $ 2,510.6  68.2  %
OPERATING EXPENSES:
GAAP operating expenses: $ 1,885.9  52.6  % $ 1,935.6  52.6  %
Amortization of purchased intangible assets (A) (106.8) (105.7)
Acquisition / divestiture items (B) (19.1) (81.6)
Stock-based compensation / deferred compensation (C) (135.8) (146.1)
Restructuring and other costs (D) (46.7) (28.8)
Non-GAAP operating expenses: $ 1,577.5  44.0  % $ 1,573.4  42.7  %
OPERATING INCOME:
GAAP operating income: $ 592.0  16.5  % $ 460.7  12.5  %
Amortization of purchased intangible assets (A) 172.0  199.0 
Acquisition / divestiture items (B) 19.1  81.6 
Stock-based compensation / deferred compensation (C) 151.5  163.5 
Restructuring and other costs (D) 53.5  32.4 
Non-GAAP operating income: $ 988.1  27.5  % $ 937.2  25.4  %
NON-OPERATING EXPENSE, NET:
GAAP non-operating (expense) income, net: $ (82.6) $ 1,545.2 
Acquisition / divestiture items (B) 8.4  (1,688.5)
Deferred compensation (C) (5.0) (4.9)
Restructuring and other costs (D) 6.8  64.1 
Non-GAAP non-operating expense, net: $ (72.4) $ (84.1)

      Tax Rate %
Tax Rate %

(F)
(F)
INCOME TAX PROVISION:
GAAP income tax provision: $ 85.4  16.8  % $ 501.5  25.0  %
Non-GAAP items tax effected (E) 74.0  (352.8)
Non-GAAP income tax provision: $ 159.4  17.4  % $ 148.7  17.4  %
NET INCOME:
GAAP net income: $ 424.0  $ 1,504.4 
Amortization of purchased intangible assets (A) 172.0  199.0 
Acquisition / divestiture items (B) 27.5  (1,606.9)
Stock-based compensation (C) 146.5  158.6 
Restructuring and other costs (D) 60.3  96.5 
Non-GAAP tax adjustments (E)
(74.0) 352.8 
Non-GAAP net income: $ 756.3  $ 704.4 
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 
Acquisition / divestiture items (B) 0.11  (6.50)
Stock-based compensation (C) 0.61  0.64 
Restructuring and other costs (D) 0.25  0.39 
Non-GAAP tax adjustments (E)
(0.31) 1.43 
Non-GAAP diluted net income per share: $ 3.13  $ 2.85 

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Years
    2025 2024

ADJUSTED EBITDA:
GAAP operating income: $ 592.0  16.5  % $ 460.7  12.5  %
Amortization of purchased intangible assets (A) 172.0  199.0 
Acquisition / divestiture items (B) 19.1  81.6 
Stock-based compensation / deferred compensation (C) 151.5  163.5 
Restructuring and other costs (D) 53.5  32.4 
Non-GAAP operating income: 988.1  27.5  % 937.2  25.4  %
Depreciation expense and cloud computing amortization 48.8  49.3 

Income from equity method investments, net 9.3  13.9 
Adjusted EBITDA $ 1,046.2  29.2  % $ 1,000.4  27.2  %

Non-GAAP Definitions
Non-GAAP gross margin
We define Non-GAAP gross margin as GAAP gross margin, excluding the effects of amortization of purchased intangible assets, stock-based compensation, deferred compensation, and restructuring and other costs. We believe our investors benefit by understanding our non-GAAP gross margin as a way of understanding how product mix, pricing decisions, and manufacturing costs influence our business.
Non-GAAP operating expenses
We define Non-GAAP operating expenses as GAAP operating expenses, excluding the effects of amortization of purchased intangible assets, acquisition/divestiture items, stock-based compensation, deferred compensation, and restructuring and other costs. We believe this measure is important to investors evaluating our non-GAAP spending in relation to revenue.
Non-GAAP operating income
We define Non-GAAP operating income as GAAP operating income, excluding the effects of amortization of purchased intangible assets, acquisition/divestiture items, stock-based compensation, deferred compensation, and restructuring and other costs. We believe our investors benefit by understanding our non-GAAP operating income trends, which are driven by revenue, gross margin, and spending.
Non-GAAP non-operating expense, net
We define Non-GAAP non-operating expense, net as GAAP non-operating (expense) income, net, excluding acquisition/divestiture items, deferred compensation, and restructuring and other costs. We believe this measure helps investors evaluate our non-operating expense trends.
Non-GAAP income tax provision
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 audit closures, and tax law changes. We believe this measure helps investors because it provides for consistent treatment of excluded items in our non-GAAP presentation.
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.
Non-GAAP diluted net income per share
We define Non-GAAP diluted net income per share as GAAP diluted net income per share, excluding the effects of amortization of purchased intangible assets, acquisition/divestiture items, stock-based compensation, restructuring and other costs, and non-GAAP tax adjustments. We believe our investors benefit by understanding our non-GAAP operating performance as reflected in a per share calculation as a way of measuring non-GAAP operating performance by ownership in the Company.
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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 because it facilitates operating performance comparisons by removing potential differences caused by variations unrelated to operating performance, such as capital structures (interest expense), income taxes, depreciation, amortization of purchased intangibles and cloud computing costs, and income from equity method investments, net.
Explanations of Non-GAAP adjustments
(A). Amortization of purchased intangible assets . Non-GAAP gross margin and operating expenses exclude the amortization of purchased intangible assets, which primarily represents technology and/or customer relationships already developed.
(B). Acquisition / divestiture items . Non-GAAP gross margin and operating expenses exclude costs consisting of external and incremental costs resulting directly from acquisitions, divestitures, and strategic investment activities such as legal, due diligence, integration, and other costs, including the acceleration of acquisition stock awards and adjustments to the fair value of earn-out liabilities. Non-GAAP non-operating expense, net, excludes one-time acquisition/divestiture charges, including foreign currency exchange rate gains/losses related to an acquisition, divestiture gains/losses, and strategic investment gains/losses. These are one-time costs that vary significantly in amount and timing and are not indicative of our core operating performance.
(C). Stock-based compensation / deferred compensation . Non-GAAP gross margin and operating expenses exclude stock-based compensation and income or expense associated with movement in our non-qualified deferred compensation plan liabilities. Changes in non-qualified deferred compensation plan assets, included in non-operating expense, net, offset the income or expense in the plan liabilities.
(D). Restructuring and other costs. Non-GAAP gross margin and operating expenses exclude restructuring costs composed of termination benefits related to reductions in employee headcount, closure or exit of facilities, and cancellation of certain contracts, and other costs composed of one-time incremental expenses resulting from the re-audit and related remediation of control deficiencies . Non-GAAP non-operating expense net, excludes our proportionate share of items recorded in income from equity method investment items, such as goodwill impairment, amortization of purchased intangibles, stock-based compensation, and restructuring costs.
(E). Non-GAAP items tax effected . This amount represents the income tax effect of non-GAAP pre-tax adjustments, excluding certain tax charges and benefits, which reconcile the GAAP income tax provision to the non-GAAP income tax provision.
(F). Tax rate percentages . These percentages are defined as GAAP income tax provision as a percentage of GAAP income before taxes and non-GAAP income tax provision as a percentage of non-GAAP income before taxes.
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Item 7A. Quantitative and Qualitative Disclosures about Market Risk
We are exposed to market risk related to changes in interest rates and foreign currency exchange rates. We use certain derivative financial instruments to manage these risks. We do not use derivative financial instruments for speculative purposes. All financial instruments are used in accordance with policies approved by the Board of Directors.
Market Interest Rate Risk
Our cash equivalents consisted primarily of interest and non-interest bearing bank deposits as well as bank time deposits. The main objective of these instruments is safety of principal and liquidity while maximizing return, without significantly increasing risk. Due to the nature of our cash equivalents—that they are readily convertible to cash—we do not anticipate any material effect on our portfolio due to fluctuations in interest rates.
Foreign Currency Exchange Rate Risk
We operate in international markets that expose us to market risk associated with foreign currency exchange rate fluctuations between the U.S. Dollar and various foreign currencies, the most significant of which is the Euro.
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, primarily the cost to manufacture, cost of personnel to deliver technical support on our products and professional services, sales and sales support, and research and development, are denominated in foreign currencies, primarily the Euro.
Revenue resulting from selling in local currencies and costs incurred in local currencies are exposed to foreign currency exchange rate fluctuations, which can affect our operating income. As exchange rates vary, operating income may differ from expectations. In 2025, revenue was favorably impacted by $22.8 million, and operating income was unfavorably impacted by $4.1 million.
We enter into foreign currency forward contracts to minimize the short-term impact of foreign currency exchange rate fluctuations on cash, debt, and certain trade and intercompany receivables and payables that are primarily denominated in Euro, New Zealand Dollars, Canadian Dollars, Brazilian Real, and Australian Dollars. These contracts reduce the exposure to fluctuations in foreign currency exchange rate movements, as the gains and losses associated with foreign currency balances are generally offset with the gains and losses on the forward contracts. We occasionally enter into foreign currency exchange contracts to hedge the purchase price of some of our larger business acquisitions.
Our foreign currency contracts are marked-to-market through earnings every period and generally range in maturity from one to two months. We do not enter into foreign currency contracts for trading purposes. Foreign currency contracts outstanding at the end of 2025 and 2024 are summarized as follows:

  At the End of 2025
At the End of 2024

  Nominal
Amount Fair
Value Nominal
Amount Fair
Value
(In millions)
Forward contracts:
Purchased $ (269.7) $ (1.2) $ (624.0) $ (8.2)
Sold 60.8  (0.4) 24.0  — 

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Index to Financial Statements

Item 8. Financial Statements and Supplementary Data

TRIMBLE INC.
INDEX TO FINANCIAL STATEMENTS

Consolidated Balance Sheets
42

Consolidated Statements of Income
43

Consolidated Statements of Comprehensive Income
44

Consolidated Statements of Stockholders’ Equity
45

Consolidated Statements of Cash Flows
46

Notes to Consolidated Financial Statements
47

Note 1. Description of Business and Accounting Policies
47

Note 2. Earnings per Share
52

Note 3. Acquisitions
52

Note 4. Divestitures
53

Note 5. Equity Investments
53

Note 6. Intangible Assets and Goodwill
54

Note 7. Certain Balance Sheet Components
55

Note 8. Segment and Geographic Information
55

Note 9. Debt
57

Note 10. Leases
58

Note 11. Commitments and Contingencies
59

Note 12. Fair Value Measurements
59

Note 13. Deferred Revenue and Remaining Performance Obligations
60

Note 14. Income Taxes
60

Note 15. Employee Stock Benefit Plans
64

Note 16. Common Stock Repurchase
66

Reports of Independent Registered Public Accounting Firm (PCAOB ID: 185 )
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Index to Financial Statements

TRIMBLE INC.
CONSOLIDATED BALANCE SHEETS

At the End of Year 2025 2024

(In millions, except par value)    
ASSETS
Current assets:
Cash and cash equivalents $ 253.4   $ 738.8  

Accounts receivable, net 856.0   725.8  

Inventories 186.3   194.3  
Prepaid expenses 102.7   103.3  
Other current assets 233.5   196.2  
Assets held for sale —   312.0  
Total current assets 1,631.9   2,270.4  
Property and equipment, net 182.8   188.4  

Goodwill 5,239.7   4,988.4  
Other purchased intangible assets, net 924.1   998.1  
Deferred income tax assets 260.0   294.4  
Equity investments 610.8   361.0  
Other non-current assets 462.7   387.6  
Total assets $ 9,312.0   $ 9,488.3  
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:

Accounts payable $ 168.3   $ 161.6  
Accrued compensation and benefits 211.7   227.2  
Deferred revenue 894.0   800.4  
Income taxes payable 17.7   325.0  
Other current liabilities 211.7   211.2  
Liabilities held for sale —   62.6  
Total current liabilities 1,503.4   1,788.0  
Long-term debt 1,392.2   1,390.6  
Deferred revenue, non-current 104.7   95.6  
Deferred income tax liabilities 190.5   199.9  

Other non-current liabilities 285.0   268.9  
Total liabilities 3,475.8   3,743.0  
Commitments and contingencies (Note 11)

Stockholders’ equity:
Preferred stock, $ 0.001 par value; 3.0 shares authorized; none issued and outstanding
—   —  
Common stock, $ 0.001 par value; 360.0 shares authorized; 236.0 and 245.8 shares issued and outstanding at the end of 2025 and 2024
0.2   0.2  
Additional paid-in-capital 2,437.9   2,369.4  
Retained earnings 3,387.6   3,757.6  
Accumulated other comprehensive income (loss) 10.5   ( 381.9 )

Total stockholders' equity 5,836.2   5,745.3  
Total liabilities and stockholders' equity $ 9,312.0   $ 9,488.3  

See accompanying Notes to the Consolidated Financial Statements.
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TRIMBLE INC.
CONSOLIDATED STATEMENTS OF INCOME

(In millions, except per share amounts) 2025 2024 2023
Revenue:
Product $ 1,135.2   $ 1,284.0   $ 1,771.7  
Subscription and services 2,452.1   2,399.3   2,027.0  
Total revenue 3,587.3   3,683.3   3,798.7  
Cost of sales:
Product 576.5   698.3   875.0  
Subscription and services 467.7   495.4   482.2  
Amortization of purchased intangible assets 65.2   93.3   108.7  
Total cost of sales 1,109.4   1,287.0   1,465.9  
Gross margin 2,477.9   2,396.3   2,332.8  
Operating expense:
Research and development 630.7   662.3   664.3  
Sales and marketing 646.0   603.8   583.0  
General and administrative 483.1   547.9   487.5  
Restructuring 19.3   15.9   45.6  
Amortization of purchased intangible assets 106.8   105.7   103.6  
Total operating expense 1,885.9   1,935.6   1,884.0  
Operating income 592.0   460.7   448.8  
Non-operating (expense) income, net:
Divestitures gain, net 3.0   1,687.9   9.2  
Interest expense, net ( 74.4 ) ( 90.7 ) ( 161.0 )

(Loss) income from equity method investments, net ( 0.2 ) ( 48.1 ) 28.1  
Other (loss) income, net ( 11.0 ) ( 3.9 ) 31.9  
Total non-operating (expense) income, net ( 82.6 ) 1,545.2   ( 91.8 )
Income before taxes 509.4   2,005.9   357.0  
Income tax provision 85.4   501.5   45.7  

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  
Diluted 241.5   247.2   249.1  

See accompanying Notes to the Consolidated Financial Statements.
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TRIMBLE INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

  2025 2024 2023

(In millions)    
Net income $ 424.0   $ 1,504.4   $ 311.3  
Other comprehensive income (loss), net of tax
Foreign currency translation adjustments 393.1   ( 227.2 ) 86.4  
Net change related to derivatives and other ( 0.7 ) ( 2.6 ) ( 3.6 )
Comprehensive income $ 816.4   $ 1,274.6   $ 394.1  

See accompanying Notes to the Consolidated Financial Statements.
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TRIMBLE INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

  Common stock Retained
Earnings Accumulated
Other
Comprehensive
Income (Loss)
Total
Stockholders’
Equity
  Shares Amount Additional Paid-In Capital
(In millions)          
Balance at the end of 2022
246.9   $ 0.2   $ 2,054.9   $ 2,230.0   $ ( 234.9 ) $ 4,050.2  
Net income —  —  —  311.3   —  311.3  
Other comprehensive income
—  —  —  —  82.8   82.8  

Issuance of common stock under employee plans, net of tax withholdings 2.0   —  31.6   ( 24.9 ) —  6.7  
Stock repurchases ( 2.4 ) —  ( 21.0 ) ( 79.0 ) —  ( 100.0 )
Stock-based compensation —  —  149.1   —  —  149.1  
Balance at the end of 2023
246.5   $ 0.2   $ 2,214.6   $ 2,437.4   $ ( 152.1 ) $ 4,500.1  
Net income —  —  —  1,504.4   —  1,504.4  
Other comprehensive loss
—  —  —  —  ( 229.8 ) ( 229.8 )

Issuance of common stock under employee plans, net of tax withholdings 2.2   —  28.6   ( 35.1 ) —  ( 6.5 )
Stock repurchases ( 2.9 ) —  ( 26.0 ) ( 149.1 ) —  ( 175.1 )
Stock-based compensation —  —  152.2   —  —  152.2  
Balance at the end of 2024
245.8   $ 0.2   $ 2,369.4   $ 3,757.6   $ ( 381.9 ) $ 5,745.3  
Net income —  —  —  424.0   —  424.0  
Other comprehensive income
—  —  —  —  392.4   392.4  

Issuance of common stock under employee plans, net of tax withholdings 2.4   —  37.9   ( 38.9 ) —  ( 1.0 )
Stock repurchases ( 12.2 ) —  ( 127.0 ) ( 755.1 ) —  ( 882.1 )
Stock-based compensation —  —  157.6   —  —  157.6  
Balance at the end of 2025
236.0   $ 0.2   $ 2,437.9   $ 3,387.6   $ 10.5   $ 5,836.2  

See accompanying Notes to the Consolidated Financial Statements.
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TRIMBLE INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS

(In millions) 2025 2024 2023
Cash flow from operating activities:
Net income $ 424.0   $ 1,504.4   $ 311.3  
Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization 199.9   232.0   250.6  
Deferred income taxes 2.3   27.0   ( 104.6 )
Stock-based compensation 146.5   158.6   145.4  
Divestitures gain, net ( 3.0 ) ( 1,687.9 ) ( 9.2 )

Other, net 88.5   93.9   11.6  
(Increase) decrease in assets:    
Accounts receivable, net ( 119.9 ) ( 135.1 ) ( 36.4 )
Inventories 4.9   11.0   67.6  
Other current and non-current assets ( 72.9 ) ( 116.3 ) ( 67.2 )
Increase (decrease) in liabilities:
Accounts payable ( 5.4 ) 5.7   ( 12.4 )
Accrued compensation and benefits ( 22.5 ) 56.5   20.8  
Deferred revenue 85.7   168.5   26.0  
Income taxes payable ( 311.2 ) 265.6   ( 4.0 )
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:
Divestitures of businesses, net of cash divested ( 4.4 ) 1,923.4   17.0  
Acquisitions of businesses, net of cash acquired ( 4.4 ) ( 22.0 ) ( 2,088.9 )
Purchases of property and equipment ( 25.3 ) ( 33.6 ) ( 42.0 )

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:
Issuance of common stock, net of tax withholdings 0.6   ( 6.5 ) 6.7  
Repurchases of common stock ( 863.4 ) ( 175.0 ) ( 100.0 )
Proceeds from debt and revolving credit lines 577.2   521.2   3,847.1  
Payments on debt and revolving credit lines ( 577.2 ) ( 2,199.4 ) ( 2,292.9 )
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  
Net (decrease) increase in cash and cash equivalents ( 494.4 ) 508.9   ( 32.1 )
Cash and cash equivalents - beginning of period (1)
747.8   238.9   271.0  
Cash and cash equivalents - end of period (1)
$ 253.4   $ 747.8   $ 238.9  

Supplemental cash flow disclosure:
Cash paid for interest $ 81.5   $ 140.4   $ 133.7  
Cash tax paid, net, excluding tax for the Ag divestiture 150.1   106.1   168.0  
Cash tax paid for the Ag divestiture 277.4   122.0   —  
Non-cash equity investment (Note 4)

(1) Includes $ 9.0 million and $ 9.1 million of cash and cash equivalents classified as held for sale as of January 3, 2025 and December 29, 2023.
See accompanying Notes to the Consolidated Financial Statements.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1: DESCRIPTION OF BUSINESS AND ACCOUNTING POLICIES
Trimble Inc. (“we” or “our” or “us”) has been incorporated in the State of Delaware since October 2016.
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. We generate revenue primarily through the sale of our hardware, software, subscriptions, maintenance and support, and professional services.

Basis of Presentation
These Consolidated Financial Statements include the results of our consolidated subsidiaries. Intercompany accounts and transactions have been eliminated.
We use a 52 to 53-week fiscal year ending on the Friday nearest to December 31. 2025 and 2023 were 52 -week years that ended on January 2, 2026 and December 29, 2023, and 2024 was a 53 -week year that ended on January 3, 2025. Unless otherwise stated, all dates refer to our fiscal year and fiscal periods.
Use of Estimates
The preparation of financial statements in accordance with U.S. GAAP requires us to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Estimates and assumptions are used for (i) revenue recognition, including determining the nature and timing of satisfaction of performance obligations and determining standalone selling prices of promised goods or services ; (ii) inventory valuation; (iii) valuation of investments; (iv) valuation of long-lived assets and their estimated useful lives; (v) goodwill and other long-lived asset impairment analyses; (vi) stock-based compensation; and (vii) income taxes. We base our estimates on historical experience and various other assumptions we believe to be reasonable . Actual results that we experience may differ materially from our estimates.
Reportable Segments
We report our financial performance, including revenue and operating income, based on three segments: (i) Architects, Engineers, Construction and Owners, (ii) Field Systems, and (iii) Transportation and Logistics.
Our CODM views and evaluates operations based on the results of our reportable operating segments under our management reporting system.
Revenue Recognition
Significant Judgments
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 products or services are considered distinct performance obligations that should be accounted for separately versus together may sometimes require significant judgment.
Judgment is required to determine SSP for each promised good or service . 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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Nature of Goods and Services
We generate revenue primarily from products and subscriptions and services; each of which is a distinct performance obligation. Descriptions are as follows:
Product
Product revenue includes hardware and perpetual software licenses.
Hardwar e is recognized when the control of the product transfers to the customer, which generally occurs when the product is shipped. We recognize shipping fees reimbursed by customers as revenue and the cost for shipping as an expense in Cost of sales when control of the products has transferred to the customer.
Software including perpetual licenses is recognized upon delivery and commencement of the license term. In general, our contracts do not provide for customer specific acceptances.
Subscription and Services
Subscription and services revenue includes SaaS and hosting services, term licenses, hardware and software maintenance, and support and professional services.
SaaS may be sold with devices used to collect, generate, and transmit data. SaaS is distinct from the related devices. SaaS is provided on either a subscription or a consumption basis. In addition, we may host the software that the customer has separately licensed. Hosting services are distinct from the underlying software. Subscription terms generally range from month-to-month to one to three years . SaaS subscription revenue is recognized monthly over the subscription term, commencing from activation. Revenue related to SaaS on a consumption basis is recognized when the customer utilizes the service based on the quantity of the services consumed.
Term license subscriptions contain an on-premise term license component as well as maintenance and support. Term licenses are distinct and recognized upon transfer and commencement of the subscription license term. Maintenance and support are recognized ratably over the subscription term. The subscription term generally ranges from one to three years .
Hardware maintenance and support, commonly called extended warranty, entitles the customer to receive replacement parts and repair services. Extended warranty is separately priced and is recognized on a straight-line basis over the extended service period, which begins after the standard warranty period, ranging from one to two years depending on the product line.
Software maintenance and support entitles the customer to receive software product upgrades and enhancements on a when and if available basis and technical support. Software maintenance is recognized on a straight-line basis commencing upon product delivery over the post-contract support term, which ranges from one to three years , with one year being most common.
Professional services include installation, training, configuration, project management, system integrations, customization, data migration/conversion, and other implementation services. The majority of professional services are not complex, can be provided by other vendors, and are readily available and billed on a time-and-material basis. Revenue for distinct professional services is recognized over time, based on work performed.
Deferred Costs to Obtain Customer Contracts
Sales commissions incurred in obtaining contracts that include maintenance or subscription revenue are deferred if the contractual term is greater than a year or if renewals are expected, and the renewal commission is not commensurate with the initial commission. These commission costs are deferred and amortized over the estimated benefit period, which is either the contract term or the shorter of customer life or product life, which ranges from three to seven years .
At the end of 2025 and 2024, deferred costs to obtain customer contracts were $ 161.9  million and $ 124.3  million. These costs are included in Other non-current assets in the Consolidated Balance Sheets. Amortization expense related to deferred costs to obtain customer contracts was $ 60.1  million, $ 55.2  million, and $ 39.5  million for 2025, 2024, and 2023. This expense is included in Sales and marketing expenses in our Consolidated Statements of Income.
Accounts Receivable, Net
Accounts receivable, net, includes billed and unbilled amounts due from customers. Unbilled receivables include revenue recognized that exceeds the amount billed to the customer, provided the billing is not contingent upon future performance, and we have the unconditional right to future payment with only the passage of time required. Both billed and unbilled amounts due are stated at their net estimated realizable value.
We maintain an allowance for credit losses to provide for the estimated amount of receivables that will not be collected. Each reporting period, we evaluate the collectability of our trade accounts receivable based on a number of factors, such as age of the
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accounts receivable balances, credit quality, historical experience, and current and future economic conditions that may affect a customer’s ability to pay. At the end of 2025 and 2024, the allowances for credit losses were immaterial.
Inventories
Inventories are stated at the lower of cost or net realizable value. Cost is computed using standard cost, which approximates actual cost. Adjustments are also made to reduce the cost of inventory for estimated excess or obsolete balances. Factors influencing these adjustments include declines in demand that impact inventory purchasing forecasts, technological changes, product lifecycle and development plans, component cost trends, product pricing, physical deterioration, and quality issues. If our estimate used to reserve for excess and obsolete inventory differs from what is expected, we may be required to recognize additional reserves, which would negatively impact our gross margin.
Property and Equipment, Net
Property and equipment are depreciated using the straight-line method over the shorter of the estimated useful lives or the lease terms when applicable. Useful lives generally range from four to six years for machinery and equipment, five to ten years for furniture and fixtures, two to five years for computer equipment and software, thirty-nine years for buildings, and the life of the lease for leasehold improvements. Included in the software category, internal-use software includes certain costs to purchase, develop, and implement the software during the application development phase.
Cloud Computing Arrangements
Costs incurred for certain cloud-based software hosting arrangements are capitalized for application development activities, and expensed for preliminary project and post-implementation activities. Our capitalized development costs are amortized using the straight-line method over the remaining non-cancellable term of the associated hosting arrangement plus any reasonably certain renewal periods. The capitalized costs are included in “Prepaid expenses” and “Other non-current assets” in our Consolidated Balance Sheets. Capitalized costs net of accumulated amortization were $ 61.2  million and $ 64.1  million at the end of 2025 and 2024. Amortization expense was $ 21.0  million, $ 16.3  million, and $ 8.7  million in 2025, 2024, and 2023.
Leases
We determine if an arrangement is a lease at inception. Operating leases with lease terms greater than one year result in the recognition of operating lease right-of-use (“ROU”) assets and lease liabilities.
ROU assets represent our right to use an underlying asset for the lease term, and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. Present value is determined by using our incremental borrowing rate based on the estimated rate of interest for collateralized borrowings over a similar term of the lease payments at the commencement date. The operating lease ROU assets include adjustments made for uneven rents, lease incentives, and lease impairments. Lease expense for lease payments is recognized on a straight-line basis over the lease term.
Lease agreements that include both lease and non-lease components are accounted for as part of the overall lease arrangement.
Business Combinations
We allocate the fair value of purchase consideration to the assets acquired and liabilities assumed based on their fair values at the acquisition date. When determining the fair values, we make significant estimates and assumptions, especially concerning intangible assets. Critical estimates when valuing intangible assets include expected future cash flows based on consideration of revenue and revenue growth rates and margins, customer attrition rates, future changes in technology and brand awareness, loyalty and position, and discount rates. Any purchase consideration in excess of the fair values of the net assets acquired is recorded as goodwill.
Amounts recorded in a business combination may change during the measurement period, which is a period not to exceed one year from the date of acquisition, as additional information about conditions existing at the acquisition date becomes available.
Acquisition costs are expensed as incurred.
Goodwill
We evaluate goodwill on an annual basis 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.
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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.
Intangible Assets
Intangible assets acquired in a business combination are recorded at fair value. Our intangible assets are amortized using the straight-line method over their estimated useful lives, which ra nge from three to eleven years and have a weighted-average useful life of approximately nine years . We write off fully amortized intangible assets when those assets are no longer used.
We review intangible assets for impairment whenev er 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 upon assumptions about expected future operating performance .
Equity Investments
We have investments in various unconsolidated entities. These investments represent non-marketable securities and include joint operating ventures and strategic investments. We use the equity method of accounting for investments in common stock holdings where we have significant influence. Our proportionate share of income or loss for equity method investments is recorded in income (loss) from equity method investments, net.
For all other investments, we use the measurement alternative election. Under the measurement alternative, investments without readily determinable fair values are measured at cost, less any impairments, plus or minus changes resulting from observable price changes in orderly transactions for identical or similar investments of the same issuer. To determine if a transaction is deemed a similar investment, we consider the rights and obligations of the investments. All gains and losses on these investments are recognized in other income (loss), net.
We assess all equity investments for impairment whenever events or changes in circumstances indicate that the carrying value of an investment may not be recoverable.
We enter into related party transactions with certain of our investees. These transactions are recorded based on the nature of the arrangements and primarily include sales and purchases involving GNSS technology and guidance products, positioning services, grade control solutions, and surveying and mapping products. Total related party revenue from our investees was $ 124.1  million, $ 108.8  million, and $ 87.7  million for 2025, 2024, and 2023.
Foreign Currency Translation
Assets and liabilities recorded in foreign currency are translated to U.S. dollars at the exchange rate s on the balance sheet date. Revenue and expenses are translated at average monthly exchange rates during the year. Translation adjustments resulting from this process are recorded to other comprehensive income.
Advertising and Promotional Costs
Advertising and promotional costs are expensed as incurred . Advertising and promotional expense was approximately $ 83.8  million, $ 57.9  million, and $ 57.3  million for 2025, 2024, and 2023.
Stock-Based Compensation
Stock-based compensation expense is based on the measurement date fair value of the awards, net of expected forfeitures. Expense is generally recognized on a straight-line basis over the requisite service period of the stock awards. The estimate of the forfeiture rate is based on historical experience.
Research and Development Costs
Research and development costs are expensed as incurred. Development costs for software to be sold subsequent to reaching technical feasibility were not significant and were expensed as incurred. We offset research and development expense with any unconditional third-party funding earned and retain the rights to any technology developed under such arrangements.
Income Taxes
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 it is more likely than not that such assets will not be realized. Our valuation allowance is primarily attributable to state research and development credit carryforwards, foreign net operating and capital losses, and our investment in PTx Trimble.
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Relative to uncertain tax positions, we only recognize a tax benefit if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. 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. 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. Our practice is to recognize interest and/or penalties related to income tax matters in income tax expense.
We are subject to income taxes in the U.S. and numerous other countries and are subject to routine corporate income tax audits in many of these jurisdictions. We generally believe that positions taken on our tax returns are more likely than not to be sustained upon audit, but tax authorities in some circumstances have, and may in the future, successfully challenge these positions. Accordingly, our income tax provision includes amounts intended to satisfy assessments that may result from these challenges. The amounts ultimately paid on resolution of an audit could be materially different from the amounts previously included in our income tax provision and, therefore, could have a material impact on our income tax provision, net income, and cash flows.
Concentrations of Risk
Cash and cash equivalents are maintained with several financial institutions. Deposits held with banks may exceed the amount of insurance provided on such deposits. Generally, these deposits may be redeemed upon demand and are maintained with financial institutions of reputable credit and therefore bear minimal credit risk.
We are also exposed to credit risk in our trade receivables, which are derived from sales to end-user customers in diversified industries as well as various resellers. We perform ongoing credit evaluations of our customers’ financial conditions and limit the amount of credit extended, when deemed necessary, but generally do not require collateral.
In addition, we rely on a limited number of suppliers for a number of our critical components.
Guarantees, Including Indirect Guarantees of Indebtedness of Others
In the normal course of business to facilitate sales of our products, we indemnify other parties, including customers, lessors, and parties to other transactions with us with respect to certain matters. We may agree to hold the other party harmless against losses arising from a breach of representations or covenants, or out of intellectual property infringement or other claims made against certain parties. These agreements may limit the time within which an indemnification claim can be made and the amount of the claim. In connection with divesting some of our businesses or assets, we may also indemnify purchasers for certain matters in the normal course of business, such as breaches of representations, covenants, or excluded liabilities. In addition, we enter into indemnification agreements with our officers and directors, and our bylaws contain similar indemnification obligations to our agents.
It is not possible to determine the maximum potential amount under these indemnification agreements due to the limited history of prior indemnification claims and the unique facts and circumstances involved in each particular agreement. Historically, payments made under these agreements were not material; thus, no liabilities have been recorded for these obligations in the Consolidated Balance Sheets at the end of 2025 and 2024.
Derivative Financial Instruments
We enter into foreign exchange forward contracts to minimize the short-term impact of foreign currency fluctuations on cash and certain trade and intercompany receivables and payables, primarily denominated in Euro, New Zealand Dollars, Canadian Dollars, Brazilian Real, and Australian Dollars . T hese contracts reduce the exposure to fluctuations in foreign currency exchange rate movements, as the gains and losses associated with foreign currency balances are generally offset with the gains and losses on the forward contracts. We occasionally enter into foreign currency contracts to minimize the impact of foreign currency fluctuations on the purchase price of pending acquisitions. We do not enter into foreign currency forward contracts for trading purposes.
At the end of 2025 and 2024, there were no derivatives outstanding that were accounted for as hedges.
Recently Issued Accounting Pronouncements Not Yet Adopted
In September 2025, the FASB issued Accounting Standards Update (“ASU ” ) 2025-06, Intangibles – Goodwill and Other – Internal-Use Software (Topic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. The ASU removes references to software development stages and requires software costs to be capitalized when (i) management authorizes and commits to funding a software project, and (ii) the project is probable of completion. The ASU is effective for interim and annual reports beginning in 2028, with early adoption permitted. The ASU may be applied on a prospective, modified prospective, or retrospective basis. We are currently evaluating the impact of adopting this ASU.
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In July 2025, the FASB issued ASU 2025-05, Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets . The ASU allows a practical expedient election to simplify the expected credit loss estimation for short-term accounts receivable and contract assets by assuming conditions as of the balance sheet date do not change for the remaining life of the asset. The ASU is effective for interim and annual reports beginning in 2026 on a prospective basis, with early adoption permitted. We do not expect material changes from adopting this ASU.
In November 2024, the FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income (Topic 220): Disaggregation of Income Statement Expenses . The ASU requires additional disclosures by disaggregating costs and expense line items that are presented on the face of the income statement. The disaggregation includes: (i) amounts of purchased inventory, employee compensation, depreciation, amortization, and other related costs and expenses; (ii) an explanation of costs and expenses that are not disaggregated on a quantitative basis; and (iii) the definition and total amount of selling expenses. The ASU is effective for our annual report on Form 10-K beginning in 2027 and subsequent interim reporting periods, with early adoption permitted. The ASU may be applied either prospectively or retrospectively. We are currently evaluating the impact of adopting this ASU.
Recently Adopted Accounting Pronouncements
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures . The ASU updated the annual income tax disclosures by requiring (i) specific categories and greater disaggregation of information in the rate reconciliation; (ii) income taxes paid disaggregated by taxing authority and jurisdiction; and (iii) disclosures of pre-tax income (or loss) and income tax expense (or benefit). We adopted the ASU in the fourth quarter of 2025 on a prospective basis. See Note 14 “Income Taxes” in Item 8 of this report for additional disclosure.

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”), contingently issuable shares, and shares to be purchased under our employee stock purchase plan.
The following table shows the computation of basic and diluted earnings per share:

  2025 2024 2023
(In millions, except per share amounts)    
Numerator:
Net income $ 424.0   $ 1,504.4   $ 311.3  
Denominator:
Weighted-average shares of common stock outstanding - basic
239.2   245.5   247.9  
Effect of dilutive securities 2.3   1.7   1.2  
Weighted-average shares of common stock outstanding - diluted
241.5   247.2   249.1  

Basic earnings per share $ 1.77   $ 6.13   $ 1.26  
Diluted earnings per share $ 1.76   $ 6.09   $ 1.25  

Antidilutive weighted-average shares (1)
0.5   1.4   1.9  

(1)    Antidilutive stock-based awards are excluded from the calculation of diluted shares and diluted earnings per share because their impact would increase diluted earnings per share.

NOTE 3: ACQUISITIONS
There were no material acquisitions in 2025.
In 2024, we acquired  one business, with total purchase consideration of $ 26.3  million. In the aggregate, the business acquired contributed less than 1 % of our total revenue during 2024.
In 2023, we acquired three businesses, including an all-cash acquisition for Transporeon GmbH. The total purchase consideration for Transporeon was € 1.9  billion or $ 2.1  billion, which included the repayment of outstanding Transporeon debt of $ 339.6  million. In allocating the purchase price, we recorded $ 1,390.1  million of goodwill, $ 939.8  million of identifiable intangible assets, $ 9.3  million of net tangible assets, and $ 256.6  million of deferred tax liability.
The remaining two business acquired in 2023 with total purchase consideration of $ 47.0  million contributed less than 1 % of our total revenue during 2023 in the aggregate.
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Acquisition costs of $ 1.0  million, $ 9.1  million , and $ 35.0  million in 2025, 2024, and 2023 , were expensed as incurred and included in Cost of sales and General and administrative expenses in our Consolidated Statements of Income.

NOTE 4: DIVESTITURES
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 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 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, of which $ 32.9  million was recognized in 2024. Mobility was reported as a part of our Transportation and Logistics (“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 joint venture (the “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 PTx Trimble.
Upon closing 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 included 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.
Other Divestitures
In 2025, the Mobility divestiture was the only divested business.
In 2024, in addition to the Ag divestiture, we divested two businesses with total proceeds of $ 13.3 million.
In 2023, we divested five businesses with total proceeds of $ 18.7  million.

NOTE 5: EQUITY INVESTMENTS
The following table presents our equity investments in non-marketable securities:

At the End of Year
2025 2024
(In millions)
Equity method investments
$ 340.4   $ 334.6  
Other investments
270.4   26.4  
Total equity investments
$ 610.8   $ 361.0  

Equity Method Investments
Equity method investments primarily represent joint operating ventures in privately-held companies with ownership rights varying from 5 % to 50 %. The Company applies the equity method of accounting for these investments by recording our proportionate share of net earnings or losses of investees in non-operating (expense) income, net and by monitoring these investments for any impairments.
Of the total carrying amount of equity method investments, our 15 % investment in PTx Trimble was $ 216.8 million and $ 222.3 million at the end of 2025 and 2024.
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Other Investments
Other investments are related to privately-held companies without readily determinable fair values, with our ownership rights varying from 1 % to 32.5 %. The Company applies the measurement alternative for these investments, which requires measurement at initial cost, less any impairments, adjusted for observable price changes. Adjustments are recorded in Other (loss) income, net, which were immaterial for the periods presented.
Of the total carrying amount of other investments, our 32.5 % investment in Platform Science was $ 253.9 million at the end of 2025.

NOTE 6: INTANGIBLE ASSETS AND GOODWILL
Intangible Assets
The following table presents a summary of our intangible assets:

At the End of 2025 At the End of 2024
(In millions) Weighted-Average Useful Lives (in years) Gross Carrying
Amount Accumulated
Amortization Net  Carrying
Amount Gross Carrying
Amount Accumulated
Amortization Net  Carrying
Amount
Developed product technology 7 $ 804.9   $ ( 592.3 ) $ 212.6   $ 819.0   $ ( 561.2 ) $ 257.8  
Customer relationships 11 1,199.6   ( 491.6 ) 708.0   1,175.5   ( 440.2 ) 735.3  
Trade names and other intellectual properties
5 35.1   ( 31.6 ) 3.5   39.0   ( 34.0 ) 5.0  
$ 2,039.6   $ ( 1,115.5 ) $ 924.1   $ 2,033.5   $ ( 1,035.4 ) $ 998.1  

As of the end of 2025 and 2024, $ 125.7  million and $ 182.8  million of fully amortized intangible assets were written off.
The estimated future amortization expense of intangible assets at the end of 2025 was as follows:

(In millions)
2026 $ 171.1  
2027 157.7  
2028 143.6  
2029 122.1  
2030 85.7  
Thereafter 243.9  
Total $ 924.1  

Goodwill
The changes in the carrying amount of goodwill by segment for 2025 were as follows:

AECO
Field Systems T&L
Total
(In millions)        
Balance as of year end 2024
$ 1,986.1   $ 958.2   $ 2,044.1   $ 4,988.4  

Decreases due to divestitures
—   —   ( 3.6 ) ( 3.6 )
Foreign currency translation and other adjustments 50.9   19.0   185.0   254.9  

Balance as of year end 2025 $ 2,037.0   $ 977.2   $ 2,225.5   $ 5,239.7  

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NOTE 7: CERTAIN BALANCE SHEET COMPONENTS
The components of inventories, net were as follows:

At the End of Year 2025 2024
(In millions)    
Raw materials $ 70.4   $ 71.7  
Work-in-process 5.1   5.2  
Finished goods 110.8   117.4  
Total inventories $ 186.3   $ 194.3  

The components of property and equipment, net were as follows:

At the End of 2025
At the End of 2024

(In millions) Gross Carrying
Amount Accumulated
Depreciation Net  Carrying
Amount Gross Carrying
Amount Accumulated
Depreciation Net  Carrying
Amount
Property and equipment:

Land, building, furniture, and leasehold improvements $ 239.4   $ ( 104.3 ) $ 135.1   $ 238.9   $ ( 98.8 ) $ 140.1  
Machinery and equipment 157.9   ( 129.9 ) 28.0   147.0   ( 121.8 ) 25.2  
Software
130.0   ( 123.7 ) 6.3   128.4   ( 118.6 ) 9.8  
Construction in progress 13.4   —   13.4   13.3   —   13.3  
Total property and equipment
$ 540.7   $ ( 357.9 ) $ 182.8   $ 527.6   $ ( 339.2 ) $ 188.4  

Depreciation expense was $ 27.8 million, $ 33.0 million, and $ 38.3 million for 2025, 2024, and 2023.
The components of accumulated other comprehensive income (loss), net of related tax were as follows:

At the End of Year 2025 2024
(In millions)
Accumulated foreign currency translation adjustments $ 7.9   $ ( 385.2 )
Gain on cash flow hedge 3.6   4.1  
Net unrealized actuarial losses ( 1.0 ) ( 0.8 )
Total accumulated other comprehensive income (loss)
$ 10.5   $ ( 381.9 )

NOTE 8: SEGMENT AND GEOGRAPHIC INFORMATION
We determined our operating segments based on how our Chief Executive Officer, who is our CODM, views and evaluates operations. Various factors, including market separation and customer-specific applications, go-to-market channels, and products and services, were considered in determining these operating segments. Our CODM uses segment revenue and operating income to assess segment performance and to allocate resources. The CODM evaluates segment revenue and operating income by considering periodic forecast-to-actual variances and trends, as well as overall strategic initiatives. Asset information by segments is not regularly reviewed by the CODM.
In each of our segments, we sell many individual products. For this reason, it is impracticable to segregate and identify revenue for each of the individual products or group of products we sell.
Our reportable segments are described below:
• Architects, Engineers, Construction and Owners (“AECO”) . This 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.
• Field Systems . This segment primarily serves customers working in surveying and mapping, civil construction, building construction field services, and positioning systems. Within this segment, our most substantial product portfolios are hardware and software solutions focused on geospatial, civil engineering construction, and positioning services. Products are sold and distributed primarily through a global network of independent distribution partners.
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• Transportation and Logistics (“T&L”) . This segment provides a suite of solutions for shippers, carriers, retailers, and intermediaries globally. Within this segment, 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. Products are sold directly to end users or through software integrations.
The following reportable segment tables reflect the revenue, costs and expenses, and operating income of our reportable operating segments under our management reporting system. Segment costs and expenses include directly attributable costs and certain indirect costs allocated to segments, such as facilities, information technology, cloud services, finance, legal, and human resources. This is consistent with the way the CODM evaluates each segment's performance and allocates resources.

  Reportable Segments

  AECO
Field Systems T&L

(In millions)      
2025
Segment revenue $ 1,498.6   $ 1,539.5   $ 549.2  
Cost of sales
235.1   636.7   145.2  
Operating expense
751.4   424.7   283.5  
Operating income
$ 512.1   $ 478.1   $ 120.5  
Operating income %
34.2   % 31.1   % 21.9   %

2024
Segment revenue $ 1,358.6   $ 1,535.9   $ 788.8  
Cost of sales
220.4   666.3   280.2  
Operating expense
674.6   427.6   353.5  
Operating income
$ 463.6   $ 442.0   $ 155.1  
Operating income %
34.1   % 28.8   % 19.7   %

2023
Segment revenue $ 1,110.5   $ 1,967.9   $ 720.3  
Cost of sales 213.3   843.4   278.8  
Operating expense
568.2   521.0   323.3  
Operating income
$ 329.0   $ 603.5   $ 118.2  
Operating income %
29.6   % 30.7   % 16.4   %

A reconciliation of our total segment operating income to consolidated income before income taxes was as follows:  

  2025 2024 2023
(In millions)    
Total segment operating income
$ 1,110.7   $ 1,060.7   $ 1,050.7  
Unallocated general corporate expenses ( 122.6 ) ( 123.5 ) ( 116.0 )
Amortization of purchased intangible assets ( 172.0 ) ( 199.0 ) ( 212.3 )
Acquisition / divestiture items ( 19.1 ) ( 81.6 ) ( 72.4 )
Stock-based compensation / deferred compensation ( 151.5 ) ( 163.5 ) ( 151.1 )
Restructuring and other costs ( 53.5 ) ( 32.4 ) ( 50.1 )
Consolidated operating income 592.0   460.7   448.8  
Total non-operating (expense) income, net ( 82.6 ) 1,545.2   ( 91.8 )
Consolidated income before taxes $ 509.4   $ 2,005.9   $ 357.0  

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The disaggregation of revenue by geography is summarized in the tables below. Revenue is defined as revenue from external customers attributed to countries based on the location of the customer and is consistent with the Reportable Segment tables above.

  Reportable Segments

  AECO Field Systems T&L Total
(In millions)        
2025
North America $ 935.7   $ 841.7   $ 298.5   $ 2,075.9  
Europe 392.1   396.9   232.6   1,021.6  
Asia Pacific 135.1   202.9   11.7   349.7  
Rest of World 35.7   98.0   6.4   140.1  
Total segment revenue $ 1,498.6   $ 1,539.5   $ 549.2   $ 3,587.3  
2024
North America $ 819.8   $ 785.9   $ 473.0   $ 2,078.7  
Europe 375.9   416.0   258.4   1,050.3  
Asia Pacific 125.5   224.8   14.9   365.2  
Rest of World 37.4   109.2   42.5   189.1  
Total segment revenue $ 1,358.6   $ 1,535.9   $ 788.8   $ 3,683.3  
2023
North America $ 655.5   $ 892.9   $ 470.1   $ 2,018.5  
Europe 293.7   581.2   201.3   1,076.2  
Asia Pacific 98.1   320.6   10.2   428.9  
Rest of World 63.2   173.2   38.7   275.1  
Total segment revenue $ 1,110.5   $ 1,967.9   $ 720.3   $ 3,798.7  

Total revenue in the United States as included in the Consolidated Statements of Income w as $ 1,905.8 million, $ 1,911.2 million, and $ 1,855.2 million in 2025, 2024, and 2023 . No single customer or country other than the United States accounted for 10% or more of our total revenue in 2025, 2024, and 2023. No single customer accounted for 10% or more of our accounts receivable at the end of 2025 and 2024.
The following table presents our physical long-lived assets by geographic area, which consist of property and equipment, net and operating lease right-of-use assets:

At the End of Year 2025 2024
(In millions)    
United States $ 178.9   $ 178.0  
Europe 102.3   96.0  
Asia Pacific and Rest of World 47.2   37.9  
Total long-lived assets
$ 328.4   $ 311.9  

NOTE 9: DEBT
Total outstanding debt consisted of the following:

At the End of Year Effective interest rate
(In millions, except percentages) Date of Issuance End of 2025
2025 2024

Senior Notes:
   Senior Notes, 4.90 %, due June 2028
June 2018 5.04 % $ 600.0   $ 600.0  
   Senior Notes, 6.10 %, due March 2033
March 2023 6.13 % 800.0   800.0  

Unamortized discount and issuance costs ( 7.8 ) ( 9.4 )
Total debt $ 1,392.2   $ 1,390.6  

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Senior Notes
All of our senior notes are unsecured obligations. Interest on the senior notes is payable semi-annually in June and December of each year for the 2028 senior notes and in March and September for the 2033 senior notes. For both the 2028 and 2033 senior notes, the interest rate is subject to adjustment from time to time if Moody’s or S&P (or, if applicable, a substitute rating agency) downgrades (or subsequently upgrades) its rating assigned to the notes.
Our senior notes are unsecured and rank equally in right of payment with all of our other senior unsecured indebtedness. We may redeem the notes of each series of senior notes at our option in whole or in part at any time at optional redemption prices. No principal amounts are due prior to the maturity dates.
Our senior notes contain covenants limiting our ability to create certain liens, enter into sale and lease-back transactions, and consolidate or merge with or into, or convey, transfer, or lease all or substantially all of our properties and assets, in each case, subject to certain exceptions. At the end of 2025, we were in compliance with these covenants.
Credit Facilities
2025 Credit Facility
On December 4, 2025, we entered into a credit facility agreement with a group of lenders (the “2025 Credit Facility”), which replaced the prior 2022 Credit Facility maturing in March 2027. The 2025 Credit Facility provides for a five-year , unsecured revolving credit facility in the aggregate principal amount of $ 1.25  billion, and permits us, subject to the satisfaction of certain conditions, to increase the commitments for revolving loans by an aggregate principal amount of up to $ 500.0  million. The proceeds of the revolving loans may be used for working capital and general corporate purposes, including the financing of acquisitions. We may borrow, repay, and reborrow funds under the revolving facility until its maturity on December 4, 2030.
Advances under the 2025 Credit Facility accrue interest at rates equal to, (a) in the case of U.S. dollar borrowings, at our election, either (i) the alternate base rate plus a margin that ranges from 0.00 % to 0.750 %, or (ii) the adjusted term Secured Overnight Finance Rate (SOFR) plus a margin that ranges from 0.875 % to 1.750 %, or (b) in the case of foreign currency borrowings, the interest benchmark for the relevant currency specified in the credit agreement plus a margin that ranges from 0.875 % to 1.750 %. We are obligated to pay an ongoing commitment fee on undrawn amounts at a rate of 0.075 % to 0.275 %. The actual interest margin and the commitment fee are based on the lower of our credit rating or leverage ratio.
No amount was outstanding under the 2025 Credit Facility at the end of 2025 or the 2022 Credit Facility at the end of 2024.
The 2025 Credit Facility contains customary covenants, including, among other requirements, limitations that restrict our and our subsidiaries’ ability to create liens, and restrictions on the ability of our subsidiaries to incur indebtedness. Further, the 2025 Credit Facility contains financial covenants that require the maintenance of maximum leverage ratios, as well as the timely delivery of quarterly financial reports and compliance certificates. At the end of 2025, we were in compliance with our debt covenants for the 2025 Credit Facility.
Uncommitted Facilities
At the end of 2025, we had one $ 75.0  million and one € 100.0  million revolving credit facilities, which are uncommitted. Generally, these variable-rate uncommitted facilities may be redeemed upon demand. Borrowings under uncommitted facilities are classified as short-term debt in the Consolidated Balance Sheets. No amount was outstanding at the end of 2025 and 2024.

NOTE 10: LEASES
We have operating leases primarily for certain of our major facilities, including corporate offices, research and development facilities, and manufacturing facilities. Lease terms range from 1 to 12 years, and certain leases include options to extend the lease for up to 10 years. We consider options to extend the lease in determining the lease term.
Operating lease expense consisted of:

2025 2024 2023
(In millions)  
Operating lease expense $ 30.3   $ 31.4   $ 33.5  
Short-term lease expense and other 13.5   15.0   17.1  
Total lease expense $ 43.8   $ 46.4   $ 50.6  

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Supplemental cash flow information related to leases was as follows:

2025 2024 2023
(In millions)

Cash paid for operating leases (1)
$ 29.1   $ 30.3   $ 31.0  

Right-of-use assets obtained in exchange for Operating lease liabilities: $ 39.2   $ 44.1   $ 47.0  

(1) Excludes cash payments for short-term leases that are not capitalized.
Supplemental balance sheet information related to leases was as follows:

At the End of Year Classification
2025 2024
(In millions)
Operating lease right-of-use assets Other non-current assets $ 145.6   $ 123.5  

Current operating lease liabilities
Other current liabilities $ 27.8   $ 21.2  
Non-current operating liabilities
Other non-current liabilities 141.1   123.4  
  Total operating lease liabilities $ 168.9   $ 144.6  

Weighted-average discount rate 4.63   % 4.58   %
Weighted-average remaining lease term 7 years 7 years

At the end of 2025, the maturities of lease liabilities were as follows:

(In millions)
2026 $ 34.9  
2027 34.6  
2028 29.3  
2029 26.2  
2030 22.6  
Thereafter 49.3  
Total lease payments 196.9  
Less: imputed interest 28.0  
Total $ 168.9  

NOTE 11: COMMITMENTS AND CONTINGENCIES
Commitments
At the end of 2025, we had non-cancellab le purchase commitments o f approximately $ 519.3 million as compared to $ 470.7  million at the end of 2024. These non-cancellable purchase commitments primarily represent (i) various non-cancellable agreements with certain software and service providers with minimum or fixed commitments, and (ii) open non-cancellable purchase orders for purchases with our inventory vendors.
Litigation
There are no material legal proceedings.

NOTE 12: FAIR VALUE MEASUREMENTS
Fair value is measured by using observable or, to the extent necessary, unobservable inputs.
Financial instruments recorded at fair value include our deferred compensation plan. The fair value was $ 30.8 million and $ 31.0  million at the end of 2025 and 2024, and is included in Other non-current assets and Other non-current liabilities on our Consolidated Balance Sheets. The fair value was measured by using quoted prices in active markets.
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Financial instruments not recorded at fair value on a recurring basis (debt) had an estimated fair value of $ 1.5 billion and $ 1.4  billion at the end of 2025 and 2024. The fair value of the debt was determined based on observable market prices in less active markets. The fair values do not indicate the amount we would currently have to pay to extinguish the debt.

NOTE 13: DEFERRED REVENUE AND REMAINING PERFORMANCE OBLIGATIONS
Deferred Revenue
Changes in our deferred revenue during 2025 and 2024 were as follows:  

(In millions) 2025 2024
Beginning balance of the period $ 896.0   $ 761.4  
Revenue recognized from prior year-end ( 775.2 ) ( 652.3 )
Billings net of revenue recognized from current year and other 877.9   786.9  
Ending balance of the period $ 998.7   $ 896.0  

Remaining Performance Obligations
At the end of 2025, approximately $ 2.0 billion of revenue was expected to be recognized from remaining performance obligations for which goods or services have not been delivered, primarily subscription, software, and software maintenance, and to a lesser extent, hardware and professional services contracts. We expect to recognize $ 1.4  billion, approximately 70 %, of our remaining performance obligations as revenue during the next 12 months and the remainder thereafter.

NOTE 14: INCOME TAXES
Income before taxes and the provision (benefit) for taxes consisted of the following:

2025 2024 2023
(In millions)
Income before taxes:
United States $ 308.8   $ 216.4   $ 26.9  
Foreign 200.6   1,789.5   330.1  
Total $ 509.4   $ 2,005.9   $ 357.0  

Provision (benefit) for taxes:
U.S. Federal:
Current $ 2.9   $ 94.1   $ 57.1  
Deferred 35.6   ( 71.2 ) ( 92.5 )
38.5   22.9   ( 35.4 )
U.S. State:
Current 11.4   15.6   12.8  
Deferred 3.9   2.1   ( 6.6 )
15.3   17.7   6.2  
Foreign:
Current 68.8   364.8   80.4  
Deferred ( 37.2 ) 96.1   ( 5.5 )
31.6   460.9   74.9  
Income tax provision $ 85.4   $ 501.5   $ 45.7  
Effective tax rate 16.8   % 25.0   % 12.8   %

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The table below provides the updated requirements of ASU 2023-09 for 2025. See Note 1 “ Description Of Business And Accounting Policies ” for additional details on the adoption of ASU 2023-09.
The difference between the tax provision at the statutory federal income tax rate and the tax provision as a percentage of income before taxes (“effective tax rate”) was as follows:

2025
(In millions) Amount Percent
U.S. Federal statutory income tax rate $ 107.0   21.0   %

Domestic federal reconciling items

Cross-border taxes
Global intangible low-taxed income ( 12.4 ) ( 2.4 ) %
Other ( 4.5 ) ( 0.9 ) %
Tax credits ( 14.1 ) ( 2.8 ) %
Nontaxable and nondeductible items, net
Stock-based compensation 7.0   1.4   %
Other 0.4   0.1   %
Change in valuation allowances 0.5   0.1   %
Others ( 1.9 ) ( 0.4 ) %
Subtotal domestic federal reconciling items ( 25.0 ) ( 4.9 ) %

Domestic state and local income taxes, net of federal effect (1)
12.7   2.5   %

Foreign tax effects
Netherlands
Nondeductible foreign exchange loss 6.1   1.2   %
Other 1.9   0.4   %

Germany
Change in tax rate or law enacted in current period ( 11.0 ) ( 2.2 ) %
Intercompany intellectual property transfer ( 6.7 ) ( 1.3 ) %
Other ( 0.5 ) ( 0.1 ) %

Other foreign jurisdictions 6.1   1.2   %
Subtotal foreign tax effects ( 4.1 ) ( 0.8 ) %

Changes in unrecognized tax benefits ( 5.2 ) ( 1.0 ) %

Income tax provision and effective tax rate $ 85.4   16.8   %

(1) State taxes in Florida, Illinois, Michigan, Minnesota, Pennsylvania, and Texas made up the majority (greater than 50%) of the tax effect in this category.
Our effective income tax rates for 2025 and 2024 were 16.8 % and 25.0 %. The decrease in the tax rate was primarily due to gains from the Ag divestiture in 2024.
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In periods prior to the adoption of ASU 2023-09, the reconciliation of the federal statutory income tax rate to our effective tax rate for 2024 and 2023 was as follows:

2024 2023
Statutory federal income tax rate 21.0   % 21.0   %
Increase (reduction) in tax rate resulting from:
Foreign income taxed at different rates 3.4   % 0.8   %

U.S. State income taxes 0.8   % 1.0   %
Stock-based compensation 0.9   % 4.8   %

Other U.S. taxes on foreign operations ( 2.8 ) % ( 4.4 ) %
Foreign-derived intangible income
—   % ( 3.9 ) %
U.S. Federal research and development credits ( 0.8 ) % ( 5.4 ) %
Tax reserve releases ( 1.0 ) % ( 2.5 ) %

Tax on Ag divestiture
2.1   % —   %
Other 1.4   % 1.4   %
Effective tax rate 25.0   % 12.8   %

The following table presents the disclosure required by ASU 2023-09 regarding cash paid for income taxes in 2025. In periods prior to the adoption of ASU 2023-09, total cash paid for income taxes was $ 228.1  million and $ 168.0  million in 2024 and 2023.

2025
(In millions)
US Federal $ 10.2  
Domestic state and local 10.4  
Subtotal domestic state and local 20.6  

Foreign
Netherlands 289.3  
Finland 35.9  
Germany 26.7  

Other 55.0  
Subtotal foreign 406.9  
Total cash paid during the period for income taxes $ 427.5  

The total tax payments made in Netherlands included $ 277.4 million of remaining tax payable related to the Ag divestiture transaction.
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Deferred income taxes reflect the net effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The significant components of deferred tax assets and liabilities were as follows:

At the End of Year 2025 2024
(In millions)    
Deferred tax liabilities:
Purchased intangibles $ 288.9   $ 311.3  
Global intangible low-taxed income —   17.6  

Operating lease right-of-use assets 35.0   29.7  
Other 34.5   26.9  
Total deferred tax liabilities $ 358.4   $ 385.5  

Deferred tax assets:
Depreciation and amortization $ 195.2   $ 217.6  
Capitalized research and development 68.7   118.2  
Operating lease liabilities
39.6   34.7  
U.S. tax credit carryforwards 20.7   23.1  
Expenses not currently deductible 48.6   26.3  
Net operating loss carryforwards
17.3   24.3  
Stock-based compensation
16.3   17.2  
Global intangible low-taxed income 3.1   —  
Other 68.7   74.6  
Total deferred tax assets 478.2   536.0  
Valuation allowance ( 50.3 ) ( 56.0 )
Total deferred tax assets 427.9   480.0  
Total net deferred tax assets $ 69.5   $ 94.5  

Reported as:
Non-current deferred income tax assets $ 260.0   $ 294.4  
Non-current deferred income tax liabilities ( 190.5 ) ( 199.9 )
Net deferred tax assets $ 69.5   $ 94.5  

At the end of 2025, we have U.S. federal net operating loss carryforwards, or federal NOLs, of approximately $ 12.3  million, which will begin to expire in 2037. At the end of 2025, we have foreign net operating and capital loss carryforwards, or foreign losses, of approximately $ 86.5  million, which generally have no expiration. Utilization of our U.S. federal NOLs is subject to annual limitations in accordance with the applicable tax code. We have determined that it is more likely than not that a portion of the foreign losses will not be realized and, accordingly, a valuation allowance has been established for such amount.
We have U.S. federal research and development credit carryforwards of approximately $ 2.0 million, which will expire beginning 2042, and California research and development credit carryforwards of approximately $ 32.5 million, which have an indefinite carryforward period. We believe that it is more likely than not that a significant portion of the California research and development credit carryforwards will not be realized and, accordingly, a valuation allowance has been established for such amount.
We have net deferred tax assets of $ 17.3  million primarily relating to our investment in PTx Trimble. We believe that it is more likely than not that a significant portion of the net deferred tax assets will not be realized and, accordingly, a valuation allowance has been established for such amount.
As a result of the Tax Act, we can repatriate foreign earnings back to the U.S. when needed with minimal U.S. income tax consequences. We reinvested a large portion of our undistributed foreign earnings in acquisitions and other investments and have continuously distributed foreign cash that was subject to the transition tax and the global intangible low-taxed income tax.
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The total amount of unrecognized tax benefits at the end of 2025 was $ 79.7 million . A reconciliation of gross unrecognized tax benefits was as follows:  

2025 2024 2023
(In millions)
Beginning balance $ 78.2   $ 88.3   $ 76.5  
Increase related to current year tax positions 12.4   11.3   12.4  
Increase (decrease) related to prior years’ tax positions
0.9   ( 1.5 ) 7.6  

Lapse of statute of limitations ( 11.8 ) ( 19.9 ) ( 8.2 )
Ending balance $ 79.7   $ 78.2   $ 88.3  

Total unrecognized tax benefits that, if recognized, would affect our effective tax rate were $ 40.0  million and $ 45.8  million at the end of 2025 and 2024.
The OBBBA, signed into law on July 4, 2025, includes changes to U.S. federal tax regulations. We have accounted for its tax implications during 2025 based on our current interpretation of the legislation, and the impact to our 2025 tax rate is immaterial.
We and our subsidiaries are subject to U.S. federal, state, and foreign income taxes. Our U.S. federal income tax years through 2021 are closed, including the 2021 audit which was concluded in the third quarter of 2025 without adjustment. Our tax years are substantially closed for all state income taxes for audit purposes through 2015. Non-U.S. income tax matters have been concluded for years through 2008. We are currently in various stages of multiple year examinations from state and foreign (multiple jurisdictions) taxing authorities. While we generally believe it is more likely than not that our tax positions will be sustained, it is reasonably possible that future obligations related to these matters could arise. We believe that our reserves are adequate to cover any potential assessments that may result from the examinations and negotiations.
Our practice is to recognize interest and/or penalties related to income tax matters in income tax expense. Our liability for unrecognized tax benefits including interest and penalties was recorded in Other non-current liabilities on our Consolidated Balance Sheets. At the end of 2025 and 2024, we accrued $ 9.3  million and $ 8.8  million for interest and penalties.

NOTE 15: EMPLOYEE STOCK BENEFIT PLANS
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 following table summarizes the components of stock-based compensation expense recognized in our Consolidated Statements of Income for the periods indicated:

2025 2024 2023
(In millions)      
Restricted stock units $ 131.6   $ 145.2   $ 132.8  
Stock options 4.9   3.4   1.8  
ESPP 10.0   10.0   10.8  
Total stock-based compensation expense $ 146.5   $ 158.6   $ 145.4  

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Stock-based compensation expense was allocated as follows:

2025 2024 2023
(In millions)      
Cost of sales $ 15.4   $ 17.0   $ 14.6  
Research and development 41.1   45.0   40.7  
Sales and marketing 27.6   29.3   27.1  
General and administrative 62.4   67.3   63.0  
Total stock-based compensation expense $ 146.5   $ 158.6   $ 145.4  

At the end of 2025, total unamortized stock-based compensation expense was $ 182.9 million, with a weighted-average recognition period of 1.8 years.
Restricted Stock Units
We grant RSUs containing only service conditions and RSUs containing a combination of service, performance, and market conditions (“PSUs”). RSUs containing only service conditions typically vest ratably over a three-year service period. PSUs are granted to executive officers and other senior employees and vest after a three-year service period.
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 vesting period.

2025 Restricted Stock Units Unvested

Number of Units (1)
Weighted Average
Grant-Date Fair Value per Share
(In millions, except for per share data)    
Unvested at the beginning of year
5.4   $ 60.37  
Granted (2)
2.2   $ 70.39  
Shares vested, net (2)
( 2.4 ) $ 61.84  
Cancelled and forfeited
( 0.5 ) $ 59.24  
Unvested at the end of year
4.7   $ 64.43  

(1)    Includes 0.3 million PSUs granted, 0.3 million PSUs vested, 0.1 million PSUs cancelled and forfeited, and 1.0 million PSUs unvested at the end of the year.
(2)    Excludes approximately 0.1 million PSUs related to achievement above target levels at the vesting date and approximately 0.1 million PSUs related to shares cancelled due to achievement below target levels.
The weighted-average grant date fair value of all RSUs granted during 2025, 2024, and 2023 was $ 70.39 , $ 65.12 , and $ 49.93 per share. The fair value of all RSUs vested during 2025, 2024, and 2023 was $ 140.4 million, $ 126.5 million, and $ 110.1 million.
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 to purchase shares are granted during the first and third quarter of each year. The ESPP terminates on March 15, 2027. In 2025, 2024, and 2023, 0.7  million, 0.7  million, and 0.8  million shares were issued, representing $ 34.7 million, $ 34.5 million, and $ 35.7 million in cash received for the issuance of stock under the ESPP. At the end of 2025, the number of shares reserved for future purchases was 3.2  million.
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NOTE 16: COMMON STOCK REPURCHASE
In the first quarter of 2025, the Board of Directors approved the February 2025 Program of up to $ 1.0  billion in repurchases of the Company’s common stock, 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 the Company’s common stock. The December 2025 Program does not have an expiration date and replaces the February 2025 program, of which $ 199  million was remaining but is now cancelled.
Under the December 2025 Program, 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 timing and amount of any stock repurchased will depend on a variety of factors, including market conditions, our stock price, other available uses of capital, applicable legal requirements, and other factors. This program may be suspended, modified, or discontinued at any time without prior notice. The stock repurchase authorization does not have an expiration date. At the end of 2025 , there were remaining authorized funds of $ 925.1  million.
During 2025, 2024, and 2023, we repurchased approximately 12.2  million, 2.9  million, and 2.4  million shares of common stock in open market purchases at an average price of $ 71.86 , $ 60.97 , and $ 42.50 per share for a total of $ 875.4  million, $ 175.0  million, and $ 100.0  million.
Stock repurchases are reflected as a decrease to common stock based on par value and additional-paid-in-capital, determined by the average book value per share of outstanding stock, calculated at the time of each individual repurchase transaction. The excess of the purchase price over this average for each repurchase was charged to retained earnings. Stock repurchases were recorded based upon the trade date. As a result of the 2025 repurchases under the 2025 Stock Repurchase Program, retained earnings was reduced by $ 755.1  million in 2025 .
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Report of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors of Trimble Inc.:
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 January 2, 2026, and the results of its operations and its cash flows for the year then ended January 2, 2026, in conformity with U.S. generally accepted accounting principles.
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 financial reporting.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provides a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Evaluation of standalone selling prices of performance obligations
As discussed in Note 1 to the consolidated financial statements, the Company’s contracts with customers often include multiple performance obligations that are generally capable of being distinct and accounted for as separate performance obligations. For the year ended January 2, 2026, the Company recorded total revenue of $3,587.3 million.
We identified the evaluation of estimated standalone selling prices (SSP) for certain performance obligations as a critical audit matter. Subjective auditor judgment was required to evaluate the relevance and reliability of the underlying data used in the estimate and its impact to the allocation of the transaction price across each performance obligation on a contractual basis, due to the disaggregation of the Company’s businesses and product offerings, including variability in pricing and discounting among the businesses.
The following are the primary procedures we performed to address this critical audit matter:
• for a sample of underlying inputs utilized in the determination of SSP, we tested certain data elements by comparing the information to underlying documentation, including invoices, shipping documents, pricing support, and evidence of entitlement to evaluate their relevance and reliability
• inspected the Company’s annual standalone selling prices analysis and recalculated certain selections of the Company’s analysis
• for a sample of performance obligations, we (i) tested certain data elements by comparing the information to underlying documentation, including invoices, purchase orders, contracts with customer, pricing support, and evidence of
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entitlement; and (ii) evaluated that each sampled item utilized the appropriate standalone selling price in the allocation of the transaction price over the performance obligations.

/s/ KPMG LLP
We have served as the Company’s auditor since 2025.
Denver, Colorado
February 25, 2026
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Report of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors of Trimble Inc.:
Opinion on Internal Control Over Financial Reporting
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 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.
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 those consolidated financial statements.
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.
• The Company did not establish effective information technology general controls ("ITGCs") that support the consistent operation of the Company's IT systems. Consequently, certain automated process-level controls and manual controls dependent upon information derived from those IT systems were ineffective.
• The Company did not effectively design, implement and operate process-level control activities related to revenue and related accounts, income taxes, and other financial reporting processes. Specifically, the Company did not effectively design, implement and/or operate process-level manual review controls and controls over the completeness and accuracy of information produced by the Company utilized in the performance of controls, including the retention of relevant evidence to support the design and operating effectiveness of the controls.
The material weaknesses were considered in determining the nature, timing, and extent of audit tests applied in our audit of the 2025 consolidated financial statements, and this report does not affect our report on those consolidated financial statements.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
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Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ KPMG LLP
Denver, Colorado
February 25, 2026
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Report of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors of Trimble Inc.
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 Company at January 3, 2025, and the results of its operations and its cash flows for each of the two years in the period ended January 3, 2025, in conformity with U.S. generally accepted accounting principles.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ Ernst & Young LLP
We served as the Company’s auditor from 1986 to 2025.
San Jose, California
April 25, 2025
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Item 9.     Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

Item 9A. Controls and Procedures
(a) Evaluation of Disclosure Controls and Procedures
Management, including our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), has evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), as of the end of the period covered by this report. Based on such evaluation, our CEO and CFO concluded that our disclosure controls and procedures were not effective as of the end of such period because of the material weaknesses in internal control over financial reporting described below.
Inherent Limitations on Effectiveness of Controls
Management does not expect that internal control over financial reporting will prevent or detect all errors and all fraud. A control system, no matter how well-designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system will be met. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.
(b) Management’s Annual Report on Internal Control over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). The internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP.
Management conducted an evaluation of the effectiveness of the internal control over financial reporting based on the Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework). Based on this evaluation, management determined that the Company’s internal control over financial reporting was not effective as a result of the following material weaknesses in internal control over financial reporting, which exist as of January 2, 2026:
• We did not establish effective information technology general controls ("ITGCs") that support the consistent operation of the Company's IT systems. Consequently, certain automated process-level controls and manual controls dependent upon information derived from those IT systems were ineffective.
• We did not effectively design, implement and operate process-level control activities related to revenue and related accounts, income taxes, and other financial reporting processes. Specifically, we did not effectively design, implement and/or operate process-level manual review controls and controls over the completeness and accuracy of information produced by the Company utilized in the performance of controls, including the retention of relevant evidence to support the design and operating effectiveness of the controls.
The control deficiencies did not result in a material misstatement to the consolidated financial statements as of and for the year ended January 2, 2026.
Our independent registered public accounting firm, KPMG LLP, audited the consolidated financial statements included in this Annual Report on Form 10-K and issued an adverse opinion on the effectiveness of our internal control over financial reporting. KPMG LLP’s report appears on page 69 of this Annual Report on Form 10-K.
(c) Remediation of Previously Reported Material Weaknesses
Remediation Plan for Material Weaknesses
We, with the oversight of the Audit Committee, made progress in the current year on our remediation plans for the material weaknesses identified in prior years. For the previously identified material weaknesses that remain in the current year (as noted above), we continue to implement the remediation plans as follows:
• Designing and implementing certain ITGCs for business systems related to our financial reporting processes, and ensuring they are operating effectively to support process-level automated and manual control activities that are dependent upon information derived from IT systems.
• Enhancing the design of existing control activities including implementation of additional process-level control activities (including controls over revenue and related accounts, income taxes and other financial reporting processes) and ensuring they are properly evidenced and operating effectively.
• Augmenting the internal control capabilities of the Company’s personnel including defining clear responsibilities and accountability, and engaging third-party experts to assist in training personnel regarding control design and execution.
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• Enhancing our risk assessment process and ensuring that controls are or will be implemented to mitigate identified risks, and monitoring the execution of internal control over financial reporting.
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. We believe the measures described above will remediate the identified control deficiencies and strengthen our internal control over financial reporting. We are committed to continuing to improve our internal control processes and will continue to review, optimize, and enhance our financial reporting controls and procedures.
The process of designing and implementing an effective financial reporting system is a continuous effort that requires us to anticipate and react to changes in our business and the economic and regulatory environments, and to expend resources to maintain a financial reporting system that is adequate to satisfy our reporting obligations. As we continue to evaluate and take actions to improve our internal control over financial reporting, we may determine to take additional actions to address control deficiencies or to modify the remediation measures described above.
(d) Changes in Internal Control over Financial Reporting
Except as listed below, there have been no changes in our internal control over financial reporting identified in connection with management’s evaluation required by paragraph (d) of Rules 13a - 15 and 15d - 15 under the Exchange Act, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
During 2025, we made the following changes in our internal control over financial reporting:
• Designed and implemented additional manual procedures and controls to enhance our internal control process through a combination of preventative and detective controls;
• Designed, implemented and operated effective ITGCs over certain of our IT systems, including our core ERP system, revenue management system and key reporting tool.

Item 9B. Other Information
Rule 10b5-1 Trading Plan
During the fourth quarter of 2025, the following Section 16 officers and directors (as defined in Rule 16a-1(f) under the Exchange Act) adopted a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement (each as defined in Item 408(a) of Regulation S-K under the Exchange Act) intended to satisfy the affirmative defense of Rule 10b5-1(c):
• On November 7, 2025 , Mark Schwartz , Senior Vice President , adopted a Rule 10b5-1 trading arrangement that provides for potential sales of up to 25,525 shares of our common stock between April 15, 2026 and May 29, 2026 .

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
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PART III

Item 10. Directors, Executive Officers and Corporate Governance
The information required by this item, insofar as it relates to our directors, will be contained under the captions “Election of Directors” and “Section 16(a) Beneficial Ownership Reporting Compliance” in the Proxy Statement and is incorporated herein by reference. The information required by this item relating to executive officers is set forth above in Item 1 of this report under the caption “ Information about our Executive Officers .”
The information required by this item insofar as it relates to the nominating and audit committees will be contained in the Proxy Statement under the caption “Board Meetings and Committees; Director Independence.”
Code of Ethics
Our Business Ethics and Conduct Policy applies to, among others, our Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer, and other finance organization employees. We make available our Business Ethics and Conduct Policy free of charge through our website at www.trimble.com under the heading “Corporate Governance - Governance Documents” on the Investor Relations page.
If any substantive amendments to the Business Ethics and Conduct Policy are made or any waivers are granted, including any implicit waiver, from a provision of the Business Ethics and Conduct Policy, to its Chief Executive Officer, Chief Financial Officer, or Chief Accounting Officer, we will disclose the nature of such amendment or waiver on our website at www.trimble.com or in a report on Form 8-K. The contents of these websites are not intended to be incorporated by reference into this report or in any other report or document we file or furnish with the SEC, and any reference to these websites are intended to be inactive textual references only.
Insider Trading Policy
We have adopted an insider trading policy governing transactions in our securities by our directors, employees, contractors, consultants, and other personnel providing services to Trimble, as well as by Trimble itself. We believe this policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, and the Nasdaq listing standards. A copy of our insider trading policy is filed as Exhibit 19.1 to this Form 10-K.

Item 11. Executive Compensation
The information required by this item will be contained in the Proxy Statement under the captions “Executive Compensation” and “Non-Employee Director Compensation” and is incorporated herein by reference.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information required by this item will be contained in the Proxy Statement under the caption “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” and is incorporated herein by reference.

Item 13. Certain Relationships and Related Transactions, and Director Independence
The information required by this item will be contained in the Proxy Statement under the caption “Certain Relationships and Related Person Transactions” and is incorporated herein by reference.

Item 14. Principal Accounting Fees and Services
The information required by this item will be contained in the Proxy Statement under the caption “Principal Accounting Fees and Services” and is incorporated herein by reference.
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PART IV

Item 15. Exhibits and Financial Statement Schedules
(1) Financial Statements
The following consolidated financial statements required by this item are included in Part II, Item 8 of this report under the caption “Financial Statements and Supplementary Data.”

Page in this Report
Consolidated Balance Sheets
42

Consolidated Statements of Income
43

Consolidated Statements of Comprehensive Income
44

Consolidated Statements of Stockholders’ Equity
45

Consolidated Statements of Cash Flows
46

Notes to Consolidated Financial Statements
47

Reports of Independent Registered Public Accounting Firm
67

(2) Financial Statement Schedules
All financial statement schedules have been omitted, since the required information is not applicable or is not present in amounts sufficient to require submission of the schedule, or because the information required is included in the consolidated financial statements and accompanying notes included in this report.
(3) Exhibits
We have filed, or incorporated into the report by reference, the exhibits listed on the accompanying Index to Exhibits immediately preceding the signature page of this report.

Item 16. Form 10-K Summary
None.
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INDEX TO EXHIBITS

Exh. No. Description of Exhibit Filed herewith or
incorporated by reference to:

2.1 Amended and Restated Sale and Contribution Agreement, dated March 31, 2024, by and among the Company, PTx Trimble LLC, and AGCO Corporation
Exh. 10.1 to Form 8-K filed Apr. 1, 2024

3.1 Certificate of Incorporation of Trimble Inc.
Exh. 3.1 to Form 8-K filed Oct. 3, 2016
3.2 By-Laws of Trimble Inc., amended as of May 30, 2024
Exh. 3.1 to Form 8-K filed May 31, 2024

4.1 Description of Securities of Trimble Inc.
Exh. 4.2 to Form 10-K filed Feb. 28, 2020
4.2(A)
Indenture, dated as of October 30, 2014, between the Company and U.S. Bank National Association
Exh. 4.2 to Form S-3 filed Oct. 30, 2014
4.2(B)
First Supplemental Indenture, dated November 24, 2014, between the Company and U.S. Bank National Association (which includes Form of 4.750% Senior Note due 2024)
Exh. 4.1 to Form 8-K filed Nov. 24, 2014
4.2(C)
Second Supplemental Indenture, dated October 1, 2016, between the Company and U.S. Bank National Association
Exh. 4.2 to Form 8-K filed Oct. 3, 2016
4.2(D)
Third Supplemental Indenture, dated June 15, 2018, between the Company and U.S. Bank National Association (which includes Form of 4.150% Senior Note due 2023 and Form of 4.900% Senior Note due 2028)
Exh. 4.1 to Form 8-K filed Jun. 15, 2018

4.2(E)
Fourth Supplemental Indenture, dated March 9, 2023, between the Company and U.S. Bank National Association (which includes Form of 6.100% Senior Note due 2033)
Exh. 4.1 to Form 8-K filed Mar. 9, 2023

10.1 Credit Agreement, dated December 4, 2025, by and among Trimble Inc., the borrowing subsidiaries party thereto, the lenders party thereto, and Bank of America, N.A., as administrative agen t
Exh. 10.1 to Form 8-K filed Dec. 5, 2025

10.2+
Form of Indemnification Agreement between the Company and its officers and directors
Exh. 10.1 to Form 8-K filed Nov. 15, 2017
10.3+
Board of Directors Compensation Policy, as amended November 19, 2024
Exh. 10.3 to Form 10-K filed Apr. 25, 2025

10.4+
Incentive Compensation Recoupment Policy, as amended September 24, 2023
Exh. 10.1 to Form 10-Q filed Nov. 3, 2023

10.5+
Deferred Compensation Plan, as amended August 26, 2020
Exh. 10.2 to Form 10-Q filed Nov. 6, 2020
10.6+
Age and Service Equity Vesting Program , as amended December 2 , 2025
Filed herewith

10.7(A)+
Employee Stock Purchase Plan, as amended March 13, 2017
App. B of Form DEF 14A filed Mar. 23, 2017
10.7(B)+
Employee Stock Purchase Plan - Form of global subscription agreement
Exh. 10.5 to Form 10-Q filed Nov. 10, 2015
10.8(A)+
2002 Stock Plan, as amended September 30, 2024
App. B of Form DEF 14A filed Apr. 16, 2024

10.8(B)+
2002 Stock Plan - Form of stock option agreement (U.S. directors)
Exh. 10.2 to Form 10-Q filed Nov. 7, 2014
10.8(C)+
2002 Stock Plan - Form of stock option agreement (non-U.S. directors)
Exh. 10.3 to Form 10-Q filed Nov. 7, 2014
10.8(D)+
2002 Stock Plan - Form of global stock option agreement (officers)
Exh. 10.1 to Form 10-Q filed Nov. 10, 2015

10.8(E)+
2002 Stock Plan - Form of stock option agreement (officers, 2023 revision)
Exh. 10.2 to Form 10-Q filed May 3, 2023

10.8(F)+
2002 Stock Plan - Form of global restricted stock unit award agreement
Exh. 10.2 to Form 10-Q filed Nov. 10, 2015
10.8(G)+
2002 Stock Plan - Form of global performance restricted stock unit award agreement
Exh. 10.6 to Form 10-Q filed Nov. 10, 2015
10.8(H)+
2002 Stock Plan - Form of global restricted stock unit award agreement (officers)
Exh. 10.30 to Form 10-K filed Feb. 24, 2017
10.8(I)+
2002 Stock Plan - Form of global performance stock unit award agreement (Operating Income/Revenue)
Exh. 10.4 to Form 10-Q filed Aug. 8, 2017
10.8(J)+
2002 Stock Plan - Form of global performance stock unit award agreement (Total Stockholder Return)
Exh. 10.5 to Form 10-Q filed Aug. 8, 2017
10.8(K)+
2002 Stock Plan - Form of global performance stock unit award agreement (officers)
Exh. 10.1 to Form 10-Q filed Aug. 2, 2019
10.8(L)+
2002 Stock Plan - Performance stock option agreement between the Company and Rob Painter issued January 4, 2020
Exh. 10.9(K) to Form 10-K filed Feb. 28, 2020

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10.8(M)+
2002 Stock Plan - Form of performance RSU award agreement (ARR with P&P Modifier)
Exh. 10.3 to Form 10-Q filed May 3, 2023

10.8(N)+
2002 Stock Plan - Form of performance RSU award agreement (ARR and TSR with P&P Modifier)
Exh. 10.4 to Form 10-Q filed May 3, 2023

10.9+
Trimble OneBonus Plan Description
Exh. 10.1 to Form 10-Q filed Aug. 6, 2025
10.10+
Form of Change in Control Severance Agreement between the Company and certain Company officers
Exh. 10.10 to Form 10-K filed Apr. 25, 2025

10.11+
Form of Executive Severance Agreement between the Company and certain Company officers
Exh. 10.11 to Form 10-K filed Apr. 25, 2025

10.12+
Change in Control Severance Agreement between the Company and Robert G. Painter dated January 4, 2020
Exh. 10.15 to Form 10-K filed Feb. 26, 2021
10.13+
Executive Severance Agreement between the Company and Robert G. Painter dated January 4, 2020
Exh. 10.16 to Form 10-K filed Feb. 26, 2021
19.1 Trimble Insider Trading Policy
Filed herewith

21.1 Subsidiaries of the Company
Filed herewith
23.1 Consent of Independent Registered Public Accounting Firm ( KPMG LLP)
Filed herewith
23.2 Consent of Independent Registered Public Accounting Firm (Ernst & Young LLP)
Filed herewith
24.1 Power of Attorney (included on signature page herein)
31.1 Certification of CEO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Filed herewith
31.2 Certification of CFO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Filed herewith
32.1 Certification of CEO pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Furnished herewith

32.2 Certification of CFO pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Furnished herewith

101++ The following financial statements from this Annual Report on Form 10-K, formatted in Inline XBRL: (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Income, (iii) Consolidated Statements of Comprehensive Income, (iv) Consolidated Statements of Stockholders' Equity, (v) Consolidated Statements of Cash Flows, and (vi) Notes to Consolidated Financial Statements, tagged as blocks of text and including detailed tags
104++ The cover page from this Annual Report on Form 10-K, formatted in Inline XBRL

+    Indicates management contract or compensatory plan or arrangement required to be filed as an exhibit to this Annual Report on Form 10–K.
++    Pursuant to applicable securities laws and regulations, the Company is deemed to have complied with the reporting obligation relating to the submission of interactive data files in such exhibits and is not subject to liability under any anti-fraud provisions of the federal securities laws as long as the Company has made a good faith attempt to comply with the submission requirements and promptly amends the interactive data files after becoming aware that the interactive data files fails to comply with the submission requirements.

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

TRIMBLE INC.

By: / S / ROBERT G. PAINTER

  Robert G. Painter,
President and Chief Executive Officer

February 25, 2026
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POWER OF ATTORNEY
Know all persons by these presents, that each person whose signature appears below constitutes and appoints Robert G. Painter as his attorney-in-fact, with the power of substitution, for him in any and all capacities, to sign any amendments to this Report of this Annual Report on Form 10-K, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorney-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report on Form 10-K has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:

Signature    Capacity in which Signed    

/s/    ROBERT G. PAINTER
Robert G. Painter
   President, Chief Executive Officer, Director   February 25, 2026

/s/      PHILLIP SAWARYNSKI
Phillip Sawarynski
   Chief Financial Officer
(Principal Financial Officer)   February 25, 2026

/s/       KENNETH B. BEMENT
 Kenneth B. Bement
   Chief Accounting Officer
(Principal Accounting Officer)   February 25, 2026

/s/    JAMES C. DALTON
James C. Dalton
Director February 25, 2026

/s/    BORJE EKHOLM
Börje Ekholm
   Director   February 25, 2026

/s/    KAIGHAM (KEN) GABRIEL
Kaigham (Ken) Gabriel
   Director   February 25, 2026

/s/     MEAGHAN LLOYD
Meaghan Lloyd
   Director   February 25, 2026

/s/   RON NERSESIAN
Ron Nersesian
Director February 25, 2026

/s/    MARK S. PEEK
Mark S. Peek
   Director   February 25, 2026

/s/    KARA SPRAGUE
Kara Sprague
Director February 25, 2026

/s/    THOMAS W. SWEET
Thomas W. Sweet
Director February 25, 2026

/s/    JOHAN WIBERGH
Johan Wibergh
   Director   February 25, 2026

79