Axon Enterprise (AXON) 10-K risk factor changes: FY2025 vs FY2024

- We substantially depend on [added: continued] acceptance of our products and services by law enforcement agencies [removed: throughout the world.][added: worldwide, and any reduction in demand could materially adversely affect our business.]

If law enforcement agencies [removed: do not continue to purchase and use] [added: materially reduce or discontinue purchases of] our products and services, our business prospects, operating results and financial condition will be materially adversely affected.

- We substantially depend on sales of our CEDs, and if these products do not continue to be widely accepted, our [removed: business] [added: growth] prospects, operating results and financial condition will be diminished.

- Acquisitions of, or investments in, other products, technologies or businesses could disrupt our business, dilute shareholder value, [removed: and] [added: or] adversely affect our operating results.

- If our security measures or those of our [removed: third-party] [added: third party] providers, including cloud storage providers, are breached, resulting in unauthorized access to our [removed: and] [added: or] our customers’ data, it could undermine [removed: the] confidence in our network, data [removed: centers] [added: centers,] and [removed: services,] [added: services] leading to reduced customer use of our products and services and significant legal and financial exposure and liabilities.

- Failure to comply with federal, state, or local regulations applicable to our firearm product, the TASER 10 CED, could result in governmental actions or litigation, potentially harming our business prospects, operating [removed: results,] [added: results] and financial condition.

- Our revision [added: and our restatement] of previously issued consolidated financial statements may adversely affect investor confidence and could result in regulatory actions and stockholder litigation.

- We hold the majority of our cash balances, some of which are not insured, at [removed: two] [added: three] depository institutions.

- We may face personal injury, wrongful death, product liability and other liability claims that [added: could] harm our reputation and adversely affect our business prospects, operating results and financial condition.

- We have in the past and may in the future be subject to intellectual property infringement and other claims, which could incur substantial litigation costs, result in significant damages awards, inhibit our use of certain [removed: technologies,] [added: technologies] and divert management attention from our business.

- We are subject to evolving corporate governance and public disclosure regulations and [removed: expectations, including with respect to environmental, social and governance (“ESG”) matters,] [added: expectations] that could expose us to numerous risks.

Risks Related to our [removed: Convertible Notes][added: Indebtedness]

- The 2027 Note Hedge and Warrant transactions may impact the value of [removed: the Notes and] our common stock.

We substantially depend on [added: continued] acceptance of our products and services by law enforcement agencies [removed: throughout the world.][added: worldwide, and any reduction in demand could materially adversely affect our business.]

We substantially depend on sales of our CEDs, and if these products do not continue to be widely accepted, our [removed: business] [added: growth] prospects, operating [removed: results,] [added: results] and financial condition [removed: could] [added: will] be diminished.

[removed: For the years ended December 31, 2024, 2023 and 2022, we derived] [added: We derive] a significant portion of our revenues from sales of CEDs and related products and services, whether sold individually or as part of a subscription plan offering.

Additionally, our CEDs and other offerings or products could fail to maintain or attain sufficient customer acceptance for many reasons, [added: some of which are beyond our control,] including:

- [removed: real or perceived] failure to offer complementary products that enhance the functionality of our offerings;

A decrease in the selling prices of or demand for these products, or [removed: their] failure to maintain broad market acceptance, [removed: would] [added: could] significantly harm our competitive position, [added: and adversely affect our] business [removed: prospects,] operating results and financial condition.

Increases in customer demand may require us to change our [added: information technology (“IT”) infrastructure, expand our IT infrastructure or replace our IT infrastructure entirely.]

If we cannot develop scalable solutions that can be consistently configured for customers with minimal effort or [removed: grow and] maintain [removed: a] [added: sufficient] professional [removed: services team that can consistently] [added: service resources to] configure our products to meet the requirements of large numbers of customers in a timely and cost-effective manner, our ability to broadly scale SaaS solutions could be negatively impacted, and our business prospects, operating results and financial condition could be negatively impacted.

The technology associated with law enforcement devices and software [removed: receives significant attention and] is rapidly evolving.

The introduction of products embodying new technologies and the emergence of new industry standards can render existing products [removed: obsolete and unmarketable.][added: obsolete.]

Additionally, our competitors may develop competing technologies or products with superior features or lower costs, respond [removed: quicker] [added: more quickly] to emerging technologies, conduct more extensive marketing campaigns, [removed: have greater financial, marketing, manufacturing and other resources, and may be] [added: or otherwise compete] more [removed: successful in attracting potential customers, employees and strategic partners.][added: effectively than we do.]

If we are unable to maintain the position of the Axon brand, our business may be adversely affected by diminishing the appeal of the brand to our customer [removed: base.][added: base, resulting in lower sales and earnings.]

Our reputation and our brands have in the past been, and could in the future be, damaged by negative publicity, whether or not [removed: merited or as a result of actions that are within our control.][added: merited.]

Negative publicity could relate to our company, our brands, our products, [removed: our supply chain, our packaging, our employees] or [removed: any] other [removed: aspect] [added: aspects] of our business.

We could experience negative publicity (which may be raised by consumer advocacy groups, [removed: third-party] [added: third party] interest groups, investors, employees or other stakeholders) for a variety of reasons, including [removed: as a result of] product safety issues, threatened or pending legal or regulatory proceedings, product claims, advertising and promotional practices, sustainability or policy issues, materials sourcing or cybersecurity incidents.

[removed: Alternatively,] [added: Additionally,] our [removed: employees may knowingly or inadvertently] [added: employees'] use [added: of] digital or social media platforms in ways that may not be aligned with [removed: out] [added: our] digital or social media [removed: strategy and] [added: policies] could damage our reputation or [removed: our] brands.

Adverse publicity or negative commentary from any media outlet could damage our reputation, require us to expend substantial resources to remedy the damage or reduce the demand for our products and services, [removed: which would all] adversely [removed: affect] [added: affecting] our business and financial results.

Acquisitions of, or investments in, other products, technologies or businesses could disrupt our business, dilute shareholder value, [removed: and] [added: or] adversely affect our operating results.

Our business strategy has included, and may continue to include, acquiring or investing in [removed: other] complementary products, technologies, or businesses.

[removed: Identifying] [added: Identifying, negotiating,] and [removed: negotiating] [added: completing] these transactions can be time-consuming, difficult, and expensive.

[removed: Additionally,] [added: In some cases,] our ability to close [removed: these] [added: such] transactions [removed: has previously, and may in the future, depend] [added: depends] on obtaining [removed: third-party] [added: third party] approvals, [removed: such as government regulatory approvals and clearances,] which are beyond our control.

Acquisitions [removed: or] [added: and] investments may present unforeseen [removed: operating difficulties and expenses.][added: operating, financial, or compliance challenges.]

[removed: If we acquire businesses, technologies or products, we may encounter difficulties in successfully integrating the] [added: Integrating] acquired personnel, operations, systems, technologies, [removed: or] [added: and] products [removed: successfully,] or effectively managing the combined [removed: business.][added: business can be complex, costly, and disruptive.]

- failure to obtain [added: required] regulatory approvals, clearances or certifications;

- [removed: identified or] [added: identification of previously] unknown [removed: security] [added: cybersecurity] vulnerabilities in acquired technologies that expose us to [removed: additional] security [removed: risks] or [removed: delay integration;][added: privacy risks;]

- cultural misalignment with the acquired company, [removed: as well as] disruptions to our workplace [removed: environment] [added: environment,] or [added: adverse impacts on] investor perception;

- [removed: unionization or] [added: unionization,] labor organization [removed: efforts] [added: efforts, or grievances] leading to work stoppages, strikes, or [removed: disruptions in business operations;][added: operational disruptions;]

[Table o](#i8b52c3cc3ae04ee2a2dd6b15b5581efd_10)[f](#i8b52c3cc3ae04ee2a2dd6b15b5581efd_10) [Contents](#i8b52c3cc3ae04ee2a2dd6b15b5581efd_10)

- Uncertainties with complex U.S. federal, state and local and foreign procurement laws and regulations could cause us to incur costs that could have a material adverse effect on our business, financial position, results of operations and cash flow.

- Our indebtedness contains restrictive covenants that could limit our operational flexibility and adversely affect the value of our common stock.

[Table o](#i8b52c3cc3ae04ee2a2dd6b15b5581efd_10)[f](#i8b52c3cc3ae04ee2a2dd6b15b5581efd_10) [Contents](#i8b52c3cc3ae04ee2a2dd6b15b5581efd_10)

[Table o](#i8b52c3cc3ae04ee2a2dd6b15b5581efd_10)[f](#i8b52c3cc3ae04ee2a2dd6b15b5581efd_10) [Contents](#i8b52c3cc3ae04ee2a2dd6b15b5581efd_10)

We cannot assure you that new products or product features will achieve market acceptance.

[Table o](#i8b52c3cc3ae04ee2a2dd6b15b5581efd_10)[f](#i8b52c3cc3ae04ee2a2dd6b15b5581efd_10) [Contents](#i8b52c3cc3ae04ee2a2dd6b15b5581efd_10)

As a result, there can be no assurance that any announced acquisition or investment, will close on the anticipated timeline or at all.

Many of these challenges may arise from actions, omissions, business practices, contractual arrangements, or operational decisions of the acquired business or investee entity that occurred prior to or independently of our ownership or involvement.

Our ability to identify and assess material risks and liabilities through due diligence may be limited, particularly where sellers restrict access to information, transaction timelines are compressed, or we acquire a non-controlling interest.

- inability to integrate or profitably benefit from acquired products, technologies (including AI and machine learning models), or businesses; inherited risks associated with AI or machine learning models (including model performance limitations, bias, explainability challenges, or reliance on training data) that may be incomplete, inaccurate, or subject to regulatory restrictions;

- exposure to unexpected regulatory obligations, including those related to export controls, data protection, AI, or product safety, which could require significant investment to satisfy;

- unanticipated costs, liabilities, or risks related to litigation (including intellectual property claims and disputes, government inquiries, or regulatory actions); exposure to actual or alleged intellectual property infringement, misappropriation, or other intellectual property claims arising from the technologies, products, software, data, or business practices of an acquired company or an entity in which we hold a minority investment (including claims that pre-date our acquisition or investment, discontinuation of products, modification of technologies, commencement of licensing arrangements on unfavorable terms, or payment of damages, settlements, or ongoing royalties);

- difficulties integrating accounting, financial reporting, and internal control systems, consistent with our corporate standards and the requirements of the Sarbanes-Oxley Act of 2002;

- write-downs or impairment of goodwill or other intangible assets if the acquired business underperforms expectations;

- loss, modification, or non-renewal of government contracts, framework agreements, or sole-source arrangements following a change of control or integration into our operations;

- diversion of management’s attention and critical resources away from existing business priorities;

- supply chain, manufacturing, or sourcing disruptions affecting acquired businesses;

- difficulties scaling manufacturing capacity, production volumes, or supply chain operations of acquired businesses;

[Table o](#i8b52c3cc3ae04ee2a2dd6b15b5581efd_10)[f](#i8b52c3cc3ae04ee2a2dd6b15b5581efd_10) [Contents](#i8b52c3cc3ae04ee2a2dd6b15b5581efd_10)

- exposure to adverse tax consequences, deferred compensation or employment-related liabilities, or depreciation charges associated with the acquired assets.

In the case of minority or non-controlling investments, we may have limited ability to influence the strategic direction, governance, regulatory compliance, risk management, or operations of the investee business, may be subject to conflicts with other shareholders or founders, and may receive less timely or less complete information regarding the investee’s performance or risks.

We may finance acquisitions or investments through the issuance of equity or debt.

The issuance of equity could dilute existing shareholders, and the issuance of debt could reduce liquidity or increase leverage and interest expense.

Debt financing activities may also include restrictive covenants or repayment obligations that limit operational flexibility or our ability to pursue additional strategic transactions.

Significant acquisitions typically result in the recognition of goodwill and other intangible assets.

If the acquired business does not perform as expected, we may be required to record non-cash impairment charges, which could materially affect our operating results and financial condition.

Integrating new assets, operations, or personnel is inherently uncertain and resource intensive.

If we fail to successfully integrate or manage the acquired businesses or investment, including effectively addressing the risks described above, or if anticipated benefits do not outweigh incurred costs, our business prospects, operating results, and financial condition could be materially adversely affected.

Further risks include reduced control over pricing and timing of delivery of components and sub-assemblies and potential effects of evolving international trade controls or other government-imposed supplier restrictions.

However, for molded materials, because we own substantially all of the injection molded component tooling used in their production, we believe we could obtain alternative suppliers in most cases.

We have programs to hold additional materials (such as resins, battery components, major semiconductors and other critical components) to mitigate supply interruptions and better manage costs.

[Table o](#i8b52c3cc3ae04ee2a2dd6b15b5581efd_10)[f](#i8b52c3cc3ae04ee2a2dd6b15b5581efd_10) [Contents](#i8b52c3cc3ae04ee2a2dd6b15b5581efd_10)

Recently, the U.S. government has indicated its intent to modify U.S. trade policy and, in some cases, to renegotiate, or potentially terminate, certain existing bilateral or multi-lateral trade agreements.

Finally, tariffs and international trade arrangements may continue to change, potentially without warning and to an extent that is difficult to predict.

Changing tariff rates and shifting trade regulations may create significant uncertainty for vendors, consumers, and us; may increase our merchandise costs; negatively impact consumer demand for our products and services; or otherwise negatively impact our operating results.

We may not be able to forecast such impacts accurately.

[Table o](#i8b52c3cc3ae04ee2a2dd6b15b5581efd_10)[f](#i8b52c3cc3ae04ee2a2dd6b15b5581efd_10) [Contents](#i8b52c3cc3ae04ee2a2dd6b15b5581efd_10)

[Table o](#i8b52c3cc3ae04ee2a2dd6b15b5581efd_10)[f](#i8b52c3cc3ae04ee2a2dd6b15b5581efd_10) [Contents](#i8b52c3cc3ae04ee2a2dd6b15b5581efd_10)

[Table o](#i8b52c3cc3ae04ee2a2dd6b15b5581efd_10)[f](#i8b52c3cc3ae04ee2a2dd6b15b5581efd_10) [Contents](#i8b52c3cc3ae04ee2a2dd6b15b5581efd_10)

- Our future success depends on our ability to expand sales through direct sales and distributors and our inability to increase direct sales or recruit new distributors would negatively affect our sales.

- We depend on the services of our executive officers, including Patrick W.

Smith, our Chief Executive Officer.

Our failure to retain executive officers could adversely impact our business.

- If demand for our products increases, our future success will depend on our ability to manage our growth and to increase manufacturing production capacity.

- The conditional conversion feature of the Notes, if triggered, may adversely affect our financial condition and operating results.

- Conversion of the Notes may dilute the shareholder ownership and could depress the price of our common stock.

- Changes in the accounting treatment for the Notes may have a material effect on our reported financial results.

If law enforcement agencies do not continue to purchase and use our products and services, our business prospects, operating results and financial condition will be materially adversely affected.

If law enforcement agencies no longer purchase our products and services, or materially decrease their purchases, our business prospects, operating results and financial condition will be materially adversely affected.

The acceptance of these devices is critical to our business prospects, operating results and financial condition.

Demand for CED products is affected by several factors, many of which are beyond our control, including continued market acceptance of our products by our customers, technological change, and growth or contraction of the economy in general.

IT infrastructure, expand our IT infrastructure or replace our IT infrastructure entirely.

We cannot provide any assurance that products that we may develop in the future will achieve market acceptance.

Our future success depends on our ability to expand sales through direct sales and distributors and our inability to increase direct sales or recruit new distributors would negatively affect our sales.

Our distribution strategy is to pursue sales through multiple channels primarily through direct sales and independent distributors.

We focus on direct sales to larger agencies and our inability to grow sales to these agencies in this manner would materially adversely affect our business prospects, operating results, and financial condition.

In addition, our inability to establish relationships with and retain distributors who we believe can successfully sell our products would materially adversely affect our business prospects, operating results, and financial condition.

If we do not competitively price our products, meet the requirements of our distributors or end-users, provide adequate marketing support, or comply with the terms of our distribution arrangements, our distributors may fail to aggressively market our products or may terminate their relationships with us.

These developments would likely have a material adverse effect on our sales.

Our reliance on the sales of our products by others also makes it more difficult to predict our revenue, cash flow, and operating results.

In certain states and foreign jurisdictions, we have chosen to sell directly with law enforcement customers rather than through established distribution channels.

However, some of our customers may have strong working relationships with distributors, and we may face resistance to this change.

Failure to overcome this resistance and successfully establish direct relationships with our customers could negatively impact sales, or our competitors may be better positioned by continuing to sell through distributors, which could adversely affect our business prospects, operating results and financial condition.

This could result in lower sales and earnings.

Consequently, we can make no assurance that these transactions once undertaken and announced, will close.

- inability to integrate or profitably benefit from acquired products, technologies or businesses;

- exposure to new regulations related to the acquired products, technologies, or business that are unexpectedly burdensome, negatively impact existing products, technologies or business, or require significant investment in order to achieve compliance;

- unanticipated costs, liabilities, or risks related to the transaction, such as those arising from litigation, government inquiries, regulatory actions;

- incurrence of costs related to the transaction and integration;

- difficulty integrating the accounting and information systems, operations and personnel of the acquired business;

- inability to enhance the acquired technologies and platforms to meet the quality, performance, and brand standards expected by our customers;

- diversion of management’s attention;

- diversion of critical resources, including substantial portions of available cash, away from other parts of our business;

- shareholder dilution resulting from the issuance of new equity to finance the transaction;

- incurrence of debt on unfavorable terms, repayment difficulties, or significant financial liabilities arising out of the acquisition or investment; and

- exposure to adverse tax consequences, substantial asset depreciation, or deferred compensation expenses.

Integrating an acquired technology, asset, or business into our operations can be challenging, complex, and costly, and we cannot assure you that we will be successful or that the anticipated benefits of the acquisitions or investments that we complete will outweigh their costs.

If our integration and development efforts are unsuccessful and the anticipated benefits of the acquisitions we complete are not achieved, our business prospects, operating results and financial condition could be adversely affected.

In connection with these types of transactions, we may issue additional equity securities that would dilute our shareholders, use cash that we may need in the future to operate our business, incur debt on terms unfavorable to us or that we are unable to repay, incur large charges or substantial liabilities, encounter difficulties integrating diverse business cultures and values or become subject to adverse tax consequences, substantial depreciation, or deferred compensation charges.

Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) [removed: is designed to provide a reader of our consolidated financial statements with a narrative from] [added: provides] the perspective of our management on our financial condition, results of operations, liquidity and certain other factors that may affect our future results.

[removed: Our MD&A should be read in conjunction with the other sections of this Annual Report on Form 10-K, including “Part I, Item 1A - Risk Factors” and “Part II, Item 8 - Financial Statements and Supplementary Data.”] The various sections of our MD&A contain [removed: a number of] forward-looking statements, all of which are based on our current expectations and could be affected by the uncertainties and risk factors described throughout this filing.

[removed: Our] MD&A discusses our results of operations for the year ended December 31, [removed: 2024] [added: 2025] as compared to the year ended December 31, [removed: 2023.][added: 2024.]

For [removed: a] discussion [removed: and analysis] of the year ended December 31, [removed: 2023] [added: 2024] as compared to the year ended December 31, [removed: 2022,] [added: 2023,] refer to [removed: Management’s Discussion and Analysis of Financial Condition and Results of Operations] [added: MD&A] included in Part II, Item 7 of our [added: amended 2024] Annual Report on Form [removed: 10-K] [added: 10-K/A] for the year ended December 31, [removed: 2023,] [added: 2024,] filed with the SEC on [removed: February 27, 2024.][added: May 7, 2025.]

Our revenues for the year ended December 31, [removed: 2024] [added: 2025] were [removed: $2.1] [added: $2.8] billion, an increase of [removed: $521.8] [added: $697.0] million, or [removed: 33.4%,] [added: 33.5%,] from the [removed: comparable period in the prior year.][added: year ended December 31, 2024.]

We had [removed: income] [added: loss] from operations of [removed: $58.5 million,] [added: $62.1 million for the year ended December 31, 2025,] compared to [removed: $156.9] [added: income from operations of $58.5] million for the same period in the prior year.

Gross margin dollars increased [removed: $285.9] [added: $416.7] million [removed: but decreased] [added: and increased] as a percentage of revenue to [removed: 59.6%] [added: 59.7%] from [removed: 61.2%] [added: 59.6%] compared to the [removed: same period in the prior year.][added: year ended December 31, 2024.]

The decrease was primarily driven by higher stock-based compensation expense and [removed: amortization of] acquired [removed: intangibles.][added: intangibles amortization.]

[removed: For] [added: Net income of $377.0 million for] the year ended December 31, [removed: 2024, we recorded net income of $377.0 million which] [added: 2024] included net realized and unrealized gains [removed: on fair value adjustments] of [removed: strategic investments of] $162.9 [removed: million,] [added: million related to our strategic investments,] a net unrealized gain [removed: on marketable securities] of $120.3 [removed: million,] [added: million related to our marketable securities,] and interest income, net of $36.6 million.

The following table presents data from our consolidated statements of operations [added: and comprehensive income] as well as the percentage relationship to total net sales of items included in our [added: consolidated] statements of operations [added: and comprehensive income] (dollars in thousands):

| Net sales from products | | | $ | [removed: 1,221,292] [added: 1,576,864] | | | | | [removed: 58.6] [added: 56.7] | | % | | | | $ | [removed: 964,002] [added: 1,221,292] | | | | | [removed: 61.8] [added: 58.6] | | % |

| Net sales from services | | | [removed: 861,234] [added: 1,202,672] | | | | | | [removed: 41.4] [added: 43.3] | | | | | | [removed: 596,697] [added: 861,234] | | | | | | [removed: 38.2] [added: 41.4] | | |

| Net sales | | | [removed: 2,082,526] [added: 2,779,536] | | | | | | 100.0 | | | | | | [removed: 1,560,699] [added: 2,082,526] | | | | | | 100.0 | | |

| Cost of product sales | | | [removed: 618,136] [added: 809,303] | | | | | | [removed: 29.7] [added: 29.1] | | | | | | [removed: 447,708] [added: 618,136] | | | | | | [removed: 28.7] [added: 29.7] | | |

| Cost of service sales | | | [removed: 223,010] [added: 312,108] | | | | | | [removed: 10.7] [added: 11.2] | | | | | | [removed: 157,538] [added: 223,010] | | | | | | [removed: 10.1] [added: 10.7] | | |

| Cost of sales | | | [removed: 841,146] [added: 1,121,411] | | | | | | [removed: 40.4] [added: 40.3] | | | | | | [removed: 605,246] [added: 841,146] | | | | | | [removed: 38.8] [added: 40.4] | | |

| Gross margin | | | [removed: 1,241,380] [added: 1,658,125] | | | | | | [removed: 59.6] [added: 59.7] | | | | | | [removed: 955,453] [added: 1,241,380] | | | | | | [removed: 61.2] [added: 59.6] | | |

| Selling, general and administrative | | | [removed: 741,247] [added: 1,035,893] | | | | | | [removed: 35.6] [added: 37.3] | | | | | | [removed: 494,884] [added: 741,247] | | | | | | [removed: 31.7] [added: 35.6] | | |

| Research and development | | | [removed: 441,593] [added: 684,308] | | | | | | [removed: 21.2] [added: 24.6] | | | | | | [removed: 303,719] [added: 441,593] | | | | | | [removed: 19.5] [added: 21.2] | | |

| Total operating expenses | | | [removed: 1,182,840] [added: 1,720,201] | | | | | | [removed: 56.8] [added: 61.9] | | | | | | [removed: 798,603] [added: 1,182,840] | | | | | | [removed: 51.2] [added: 56.8] | | |

| Income [added: (loss)] from operations | | | [removed: 58,540] [added: (62,076)] | | | | | | [removed: 2.8] [added: (2.2)] | | | | | | [removed: 156,850] [added: 58,540] | | | | | | [removed: 10.0] [added: 2.8] | | |

| [removed: Interest income,] [added: Total interest income (loss),] net | | | [removed: 36,595 | | | | | | 1.8 | | | | | | 42,112] [added: $] | [added: (18,807)] | | | | | [removed: 2.7] [added: $] | [added: 36,595] | |

| Other [removed: income (loss),] [added: income,] net | | | [removed: 286,369] [added: 99,857] | | | | | | [removed: 13.8] [added: 3.6] | | | | | | [removed: (41,901)] [added: 286,369] | | | | | | [removed: (2.7)] [added: 13.8] | | |

| Income before provision for income taxes | | | [removed: 381,504] [added: 18,974] | | | | | | [removed: 18.3] [added: 0.7] | | | | | | [removed: 157,061] [added: 381,504] | | | | | | [removed: 10.1] [added: 18.4] | | |

| Provision for (benefit from) income taxes | | | [removed: 4,470] [added: (105,682)] | | | | | | [removed: 0.2] [added: (3.8)] | | | | | | [removed: (18,722)] [added: 4,470] | | | | | | [removed: (1.2)] [added: 0.2] | | |

| Net income | | | [removed: $] | [removed: 377,034] | | [removed: | | | 18.1 | | % | | | |] $ | [removed: 175,783] [added: 124,656] | | | | | [removed: 11.3] [added: $] | [added: 377,034] | [removed: %] |

| United States | | | $ | [removed: 1,775,194] [added: 2,305,012] | | | | | [removed: 85] [added: 83] | | % | | | | $ | [removed: 1,335,516] [added: 1,775,194] | | | | | [removed: 86] [added: 85] | | % |

| Other countries | | | [removed: 307,332] [added: 474,524] | | | | | | [removed: 15] [added: 17] | | | | | | [removed: 225,183] [added: 307,332] | | | | | | [removed: 14] [added: 15] | | |

| Total | | | $ | [removed: 2,082,526] [added: 2,779,536] | | | | | 100 | | % | | | | $ | [removed: 1,560,699] [added: 2,082,526] | | | | | 100 | | % |

International revenue increased [removed: as a percentage of revenue] compared to the prior [removed: year,] [added: year 2024 comparative period,] primarily driven by increased sales in our Americas [removed: region (i.e., Central America, South America, and Canada).][added: region.]

| | | | Year Ended December 31, | | | | | | | | | | | | | | | | | | | | | | | | Dollar Change | | | | | | [removed: Percent Change] [added: Percent Change] | | |

Net sales for the Software and [removed: Sensors] [added: Services] segment [added: increased 39.6%] for the year ended December 31, [removed: 2024 increased $316.7 million, or 33.4%,] [added: 2025] as compared to the [removed: prior year, as we continued to add users and associated devices to our network.][added: year ended December 31, 2024.]

The increase in the aggregate number of users and growing adoption of our premium add-on features by existing customers drove the majority of the increase [removed: in Axon Evidence and cloud services revenue] of [removed: $242.3] [added: $341.4] million.

As a percentage of net sales, gross margin for the [removed: TASER] [added: Connected Devices] segment decreased to [removed: 58.6%] [added: 48.7%] from [removed: 60.6%] [added: 49.4%] for the years ended December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] respectively.

As a percentage of net sales, gross margin for the Software and [removed: Sensors] [added: Services] segment decreased to [removed: 60.2%] [added: 74.0%] from [removed: 61.6%] [added: 74.1%] for the years ended December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] respectively.

| Total selling, general and administrative expenses | | | $ | [removed: 741,247] [added: 1,035,893] | | | | | $ | [removed: 494,884] [added: 741,247] | | | | | $ | [removed: 246,363] [added: 294,646] | | | | | [removed: 49.8] [added: 39.8] | | % |

| [removed: SG&A expenses as] [added: As] a percentage of net sales | | | [removed: 35.6] [added: 37.3] | | % | | | | [removed: 31.7] [added: 35.6] | | % | | | | | | | | | | | | |

Salaries, [removed: benefits] [added: benefits,] and bonus [removed: expense] [added: expense, excluding the impact of non-recurring severance costs,] increased [removed: $36.0] [added: $78.7] million in comparison to the [removed: prior year,] [added: prior-year December 31, 2024,] which was primarily attributable to an increase in headcount and higher wages.

Sales and marketing expense increased [removed: $17.1] [added: $17.5] million in comparison to the prior [removed: year,] [added: year December 31, 2024 comparable period,] which was primarily attributable to increased [removed: commissions of $12.4 million and an increase of $4.7 million related to in-person events.][added: commissions.]

Stock-based compensation [removed: expense] [added: expense, excluding the impact of non-recurring severance costs,] increased [removed: $132.0] [added: $106.6] million in comparison to the prior [removed: year,] [added: year December 31, 2024,] which was primarily related to [added: an increase in headcount and a full year of expense recognized in] the [removed: 2024] [added: current year for grants of] Employee XSP and the [removed: 2024] CEO Performance Award [removed: that were approved by shareholders] [added: (as defined below), compared to a partial year of expense recognized] in the [removed: 2024 Annual Meeting of Shareholders and increased headcount.][added: prior year.]

MD&A should be read in conjunction with the other sections of this Annual Report on Form 10-K.

The discussion includes references to non-GAAP financial measures, such as adjusted gross margin, which supplement our GAAP results by providing additional insight into our financial and operational performance.

For definitions and reconciliations of these non-GAAP measures to the most directly comparable GAAP measures, refer to “Non-GAAP Measures” within this Annual Report on Form 10-K.

Axon is a technology company that provides integrated hardware and software solutions.

Our products and services allow customers across the public and private sector to capture and use critical data to support fully-connected operational workflows.

Our trusted network seamlessly integrates software and hardware with a range of connected devices, including TASER energy devices, cameras and sensors, drones and robotics, cloud-based evidence management, records management, real-time operations software, critical incident and emergency response systems, immersive training, and productivity tools – all enhanced by AI.

During the year ended December 31, 2025, we realigned our business into two reportable segments, Connected Devices and Software and Services (the “Segment Realignment”).

As a result of the Segment Realignment, we have recast our segment and other relevant disclosures for the year ended December 31, 2024 to conform to the new presentation.

Adjusted gross margin decreased to 62.6% for the year ended December 31, 2025 compared to 63.2% for the year ended December 31, 2024.

The decrease was primarily driven by global tariffs and a higher mix of Platform Solutions revenue.

Operating expenses increased by $537.4 million, reflecting increased headcount to support business growth and stock-based compensation expense.

Net income of $124.7 million included net realized and unrealized gains of $186.4 million related to our strategic investments and a $105.7 million tax benefit, partially offset by a net realized and unrealized loss of $46.4 million related to our marketable securities, inducement expense of $38.9 million associated with the early repurchase of a portion of our 2027 Notes, and interest loss, net of $18.8 million.

[Table o](#i8b52c3cc3ae04ee2a2dd6b15b5581efd_10)[f](#i8b52c3cc3ae04ee2a2dd6b15b5581efd_10) [Contents](#i8b52c3cc3ae04ee2a2dd6b15b5581efd_10)

| | | | 2025 | | | | | | | | | | | | 2024 | | | | | | | | |

| Operating expenses: | | | | | | | | | | | | | | | | | | | | | | | |

| Interest income | | | 75,431 | | | | | | 2.7 | | | | | | 43,693 | | | | | | 2.1 | | |

| Interest expense | | | (94,238) | | | | | | (3.4) | | | | | | (7,098) | | | | | | (0.3) | | |

| | | | 2025 | | | | | | | | | | | | 2024 | | | | | | | | |

[Table o](#i8b52c3cc3ae04ee2a2dd6b15b5581efd_10)[f](#i8b52c3cc3ae04ee2a2dd6b15b5581efd_10) [Contents](#i8b52c3cc3ae04ee2a2dd6b15b5581efd_10)

| | | | 2025 | | | | | | | | | | | | 2024 | | | | | | | | | | | | | | | | | | | | |

| Connected Devices segment: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| TASER (1) | | | $ | 913,883 | | | | | 32.9 | | % | | | | $ | 750,141 | | | | | 36.0 | | % | | | | $ | 163,742 | | | | | 21.8 | | % |

| Personal Sensors (2) | | | 397,035 | | | | | | 14.2 | | | | | | 316,938 | | | | | | 15.2 | | | | | | 80,097 | | | | | | 25.3 | | |

| Platform Solutions (3) | | | 265,946 | | | | | | 9.6 | | | | | | 154,213 | | | | | | 7.4 | | | | | | 111,733 | | | | | | 72.5 | | |

| Total Connected Devices segment | | | 1,576,864 | | | | | | 56.7 | | | | | | 1,221,292 | | | | | | 58.6 | | | | | | 355,572 | | | | | | 29.1 | | |

| Total Software and Services segment | | | 1,202,672 | | | | | | 43.3 | | | | | | 861,234 | | | | | | 41.4 | | | | | | 341,438 | | | | | | 39.6 | | |

| Total net sales | | | $ | 2,779,536 | | | | | 100.0 | | % | | | | $ | 2,082,526 | | | | | 100.0 | | % | | | | $ | 697,010 | | | | | 33.5 | | % |

(1)'TASER' includes TASER handles, cartridges and related extended warranties.

(2)'Personal Sensors' primarily includes body cameras and accessories, signal sidearm, and related extended warranties.

(3)'Platform Solutions' primarily includes fleet in-car video, interview room, fixed cameras, drones and counter-drone equipment, virtual reality training hardware, and related extended warranties.

Net sales for the Connected Devices segment increased 29.1% for the year ended December 31, 2025 as compared to the year ended December 31, 2024.

The increase of $163.7 million in TASER is primarily driven by higher TASER 10 handle and cartridge volume.

Personal Sensors increased $80.1 million, which was primarily driven by the continued adoption of our newest body camera, AB4, and higher warranty revenue from more devices in the field.

The $111.7 million increase in Platform Solutions is primarily driven by higher volume for counter-drone equipment, virtual reality training, and fleet systems.

Adjusted gross margin for the Connected Devices segment was 51.2% for the year ended December 31, 2025, compared to 53.6% for the year ended December 31, 2024.

The decrease in gross margin and adjusted gross margin is primarily driven by higher mix of Platform Solutions revenue and global tariffs.

Adjusted gross margin for the Software and Services segment increased to 77.5% for the year ended December 31, 2025, compared to 76.8% for the year ended December 31, 2024.

The increase was primarily driven by higher software mix.

| | | | 2025 | | | | | | 2024 | | | | | | | | | | | | | | |

We incurred non-recurring severance costs during the three months ended December 31, 2025 of $28.7 million, which consisted of stock-based compensation, cash payments and employee benefits.

The tables in the MD&A sections below are derived from exact numbers and may have immaterial rounding differences.

Axon is building the public safety operating system of the future by integrating a suite of hardware devices and cloud software solutions that not only revolutionize modern policing but also cater to federal agencies, corrections, justice and enterprise-level security and safety needs.

Axon’s suite includes cloud-hosted digital evidence management solutions, productivity and real-time operations software, body cameras, in-car cameras, TASER energy devices, robotic security and training solutions.

Axon’s growing global customer base includes first responders across international, federal, state, and local law enforcement, fire, corrections, and emergency medical services, as well as the justice sector, commercial enterprises, and consumers.

Excluding the impacts of stock-based compensation expense and intangibles amortization in costs of goods sold, adjusted gross margin increased to 63.2% for the year ended December 31, 2024, compared to 61.8% for the same period in the prior year, primarily due to an increased mix of high-margin Axon Cloud & Services revenue and investments in TASER automation and cost-reduction initiatives.

Operating expenses increased $384.2 million, reflecting an increase in salaries, benefits, and stock-based compensation expenses, as well as an increase in professional and consulting expenses related to transaction costs.

Net income of $175.8 million for the comparable period in the prior year reflected net unrealized losses of $80.5 million related to impairment and observable price changes for our existing investments and related warrants, interest income, net of $42.1 million, and a net unrealized gain of $38.7 million on marketable securities.

Certain prior period amounts previously reported on our consolidated financial statements have been revised to correct for immaterial errors, as described in Note 1, Note 23 and Note 24 included in Part II, Item 8 of this Annual Report on Form 10-K.

Additionally, in Q1 2025 we approved a plan to realign our business to better reflect our continued growth and expansion of product, software and service offerings.

Previously reported within two reportable segments, TASER and Software and Sensors, we will prospectively reorganize our business in a manner that provides increased transparency and distinction between our hardware and software and services components.

As a result of the reorganization, effective with the first quarter of fiscal year 2025, our financial results will be reported in two reportable segments, Connected Devices and Software & Services, which our CODM will use to regularly review information, allocate resources and assess performance.

Connected Devices will include hardware products, such as CEDs, body cameras, and drones.

Software & Services will include products that integrate with our suite of connected devices, such as Axon Evidence, RMS and other cloud services.

We are currently assessing the impact of this change on our financial reporting and related segment disclosures.

We intend to recast prior period segment information to conform to the new reporting structure, as necessary, to ensure consistency and comparability across reporting periods.

| | | | 2024 | | | | | | | | | | | | 2023 | | | | | | | | |

| | | | 2024 | | | | | | | | | | | | 2023 | | | | | | | | | | | | | | | | | | | | |

| TASER segment: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| TASER Devices (Professional) | | | $ | 453,055 | | | | | 21.8 | | % | | | | $ | 333,923 | | | | | 21.4 | | % | | | | $ | 119,132 | | | | | 35.7 | | % |

| Cartridges | | | 246,766 | | | | | | 11.8 | | | | | | 193,285 | | | | | | 12.4 | | | | | | 53,481 | | | | | | 27.7 | | |

| Axon Evidence and Cloud Services | | | 54,913 | | | | | | 2.6 | | | | | | 35,680 | | | | | | 2.3 | | | | | | 19,233 | | | | | | 53.9 | | |

| Extended Warranties | | | 37,515 | | | | | | 1.8 | | | | | | 31,689 | | | | | | 2.0 | | | | | | 5,826 | | | | | | 18.4 | | |

| Other (1) | | | 26,424 | | | | | | 1.3 | | | | | | 18,933 | | | | | | 1.2 | | | | | | 7,491 | | | | | | 39.6 | | |

| TASER segment | | | 818,673 | | | | | | 39.3 | | | | | | 613,510 | | | | | | 39.3 | | | | | | 205,163 | | | | | | 33.4 | | |

| Software and Sensors segment: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Axon Evidence and Cloud Services | | | 808,256 | | | | | | 38.8 | | | | | | 566,003 | | | | | | 36.3 | | | | | | 242,253 | | | | | | 42.8 | | |

| Axon Body Cameras and Accessories | | | 246,855 | | | | | | 11.9 | | | | | | 183,023 | | | | | | 11.7 | | | | | | 63,832 | | | | | | 34.9 | | |

| Axon Fleet Systems | | | 104,890 | | | | | | 5.0 | | | | | | 121,842 | | | | | | 7.8 | | | | | | (16,952) | | | | | | (13.9) | | |

| Extended Warranties | | | 66,141 | | | | | | 3.2 | | | | | | 55,154 | | | | | | 3.5 | | | | | | 10,987 | | | | | | 19.9 | | |

| Other (2) | | | 37,711 | | | | | | 1.8 | | | | | | 21,167 | | | | | | 1.4 | | | | | | 16,544 | | | | | | 78.2 | | |

| Software and Sensors segment | | | 1,263,853 | | | | | | 60.7 | | | | | | 947,189 | | | | | | 60.7 | | | | | | 316,664 | | | | | | 33.4 | | |

| Total net sales | | | $ | 2,082,526 | | | | | 100.0 | | % | | | | $ | 1,560,699 | | | | | 100.0 | | % | | | | $ | 521,827 | | | | | 33.4 | | % |

(1)TASER segment “Other” includes smaller categories, such as VR hardware, weapons training revenue such as revenue associated with our Master Instructor School, and TASER consumer device sales.

(2)Software and Sensors segment “Other” includes revenue from items including Signal Sidearm, Interview Room, Axon Air, partners' contra-revenue and other sensors and equipment.

Net sales for the TASER segment for the year ended December 31, 2024 increased $205.2 million, or 33.4%, as compared to the prior year, primarily due to an increase of $119.1 million in TASER devices and an increase of $53.5 million in cartridge revenue.

The increase is primarily related to continued adoption of our newest device, TASER 10.

The increase in revenue from Axon Evidence and cloud services of $19.2 million was driven by an increase in the number of cloud-connected TASER devices in the field and software revenue tied to our VR solution.

An increase in TASER devices in the field drove the $5.8 million increase in extended warranties, as most of those devices are sold with extended warranties.

The $7.5 million increase in "Other" revenue is primarily driven by increased VR hardware volume.

Axon Body cameras and accessories revenue increased $63.8 million due to higher unit sales.

Based on investment positions as of December 31, [removed: 2024,] [added: 2025,] a hypothetical 100 basis point increase in interest rates across all maturities would result in a [removed: $0.7] [added: $0.2] million decline in the fair market value of the portfolio.

Additionally, we have access to a [removed: $200.0] [added: $300.0] million line of credit borrowing facility which bears interest at SOFR plus 1.25 to 1.75% per year determined in accordance with a pricing grid based on our net leverage ratio and consolidated interest coverage ratio.

Under the terms of the line of credit, available borrowings are reduced by outstanding letters of credit, which totaled [removed: $7.8] [added: $8.9] million at December 31, [removed: 2024.][added: 2025.]

[removed: At] [added: As of the year ended] December 31, [removed: 2024,] [added: 2025,] there was no amount outstanding under the line of credit, and the available borrowing under the line of credit was [removed: $192.2] [added: $291.1] million.

[Table o](#i8b52c3cc3ae04ee2a2dd6b15b5581efd_10)[f](#i8b52c3cc3ae04ee2a2dd6b15b5581efd_10) [Contents](#i8b52c3cc3ae04ee2a2dd6b15b5581efd_10)

For additional details, refer to Note 1 in Part II, Item 8 of this Annual Report on Form 10-K.

Our [added: integrated technology platform of] hardware and software solutions [removed: advance] [added: advances] our mission to (i) make the bullet obsolete, (ii) reduce social conflict, and (iii) enable a fair and effective justice system.

We aim to invent and deliver [removed: public safety products] [added: technology solutions] that progressively make the right things easier and the wrong things harder every day.

1.Software and [removed: Sensors:] [added: Services:] We develop, manufacture and sell [removed: fully integrated hardware and] cloud-based [removed: software] [added: Software-as-a-Service (“SaaS”)] solutions that [added: leverage AI and] enable [removed: law enforcement] [added: our customers] to capture, securely store, manage, share and analyze video and other digital evidence.

The Software and [removed: Sensors] [added: Services] segment includes [removed: the sale of sensors, including body cameras, in-car cameras, other hardware sensors, warranties on sensors, and other products, as well as] recurring cloud-hosted software revenue, related non-recurring professional services revenue, and revenue from certain software, including on-premise licenses.

[removed: - Software:] Axon [removed: is building] [added: has] a suite of cloud-based, [removed: Software-as-a-Service (“SaaS”)] [added: SaaS] solutions that [added: deeply] integrate with our [removed: sensors and TASER devices] [added: hardware] to benefit customers and drive annual recurring revenue, which totaled [added: $1.3 billion1 as of December 31, 2025.]

[added: - Real-time Operations:] Our real-time operations capabilities, which include Axon Respond, integrates location data, signal alerts and video feeds to provide a complete picture of evolving [removed: situations.][added: situations as they occur.]

- [added: Personal] Sensors: Axon devices address many needs, including transparency, real-time situational awareness, and accurate capture and integration of evidence with software workflows.

[removed: The] [added: Although the] majority of our revenues are generated via direct sales, [removed: including our online store, although] we [removed: do] [added: also] leverage distribution partners and [removed: third-party] [added: third party] resellers.

No customer represented more than 10% of total net sales for the years ended December 31, [removed: 2024, 2023] [added: 2025, 2024] or [removed: 2022.][added: 2023.]

We perform [removed: light] manufacturing, final assembly and final test operations at our facilities in [removed: Scottsdale,] Arizona and own substantially all of the equipment required to develop, prototype, manufacture and assemble our finished products.

1 *Calculated as monthly recurring license, integration, warranty, and storage revenue for the year [removed: ended] [added: ended*] December 31, [removed: 2024.][added: 2025*.]

[removed: In light of our broad domestic and international supplier base, we are] [added: We] continuously [removed: monitoring] [added: monitor] our supply [removed: chain to manage through potential impacts, identifying] [added: chain, identify] alternate shipping and logistic sources, and [removed: working] [added: work] with foreign regulators [removed: to ensure that] [added: so] our suppliers can provide high quality parts.

[removed: For additional discussion of sources and availability of raw materials, refer] [added: Refer] to Note [removed: 1] [added: 20] in Part II, Item 8 of this Annual Report on Form [removed: 10-K.][added: 10-K for additional details.]

As of December 31, [removed: 2024,] [added: 2025,] we hold over [removed: 330] [added: 370] U.S. patents, over [removed: 150] [added: 170] U.S. registered trademarks, over [removed: 270] [added: 350] international patents and over [removed: 460] [added: 480] international registered trademarks, as well as numerous pending patent and trademark applications.

We continuously assess whether and where to seek formal protection for particular [removed: innovations and] technologies based on such factors as the [removed: commercial] significance to our operations and our competitors’ operations in particular [removed: countries and] regions, our [removed: strategic technology or product directions] [added: strategies] in different countries, and the degree to which intellectual property laws exist and are meaningfully enforced in different jurisdictions.

We have the exclusive rights to many Internet domain names, primarily including “Axon.com,” [removed: “Evidence.com” and “TASER.com.” We also vigorously protect our intellectual property, including our patents] [added: “Evidence.com,” “TASER.com,”] and [removed: trademarks against third-party infringement.][added: “911.com.”]

We also execute non-disclosure agreements with employees, consultants and key [removed: suppliers to help ensure the confidentiality of our trade secrets.][added: suppliers.]

Our competition includes 10-8 [removed: Video,] [added: Video Systems,] 365Labs, [added: Applied Concepts,] Axis [removed: Communications AB,] [added: Communications, Coreforce,] Digital [removed: Ally Inc.,] [added: Ally,] Duress, [removed: Getac Technology Corporation, Halo] [added: Genetec, Getac, HALOS] Body Cameras, Hikvision, Hytera, [added: Insight LPR,] IONODES, i-PRO, [removed: LensLock Inc.,] [added: Kustom Signals, LensLock,] Motorola Solutions, [removed: M-View,] [added: Tait Communications,] Oracle, [removed: Patrol Eyes,] [added: PatrolEyes,] Pinnacle Response, Pro-Vision, Recoda, Reveal Media, Safe Fleet, [removed: Utility Associates, Versaterm Inc., WCCTV,] [added: Versaterm, Wireless CCTV,] Wolfcom Enterprises, Wrap Technologies [removed: Inc.] and [removed: Zepcam B.V., Applied Concepts Inc., Genetec Inc. and Insight LPR.][added: Zepcam.]

Our competition includes [added: 365Labs, Coreforce,] FileOnQ, FotoWare, [removed: Genetec Inc., IBM,] [added: Genetec, Guardify,] i-PRO, Motorola Solutions, [removed: NICE,] [added: NiCE, Omnigo,] OpenText Corporation, Oracle, [removed: QueTel Corporation,] Revir Technologies, [removed: Utility Associates] [added: Safe Fleet, Veritone,] and [removed: Vidizmo, LLC, among others.][added: Vidizmo.]

Key competitive factors in [removed: this] [added: these] product [removed: category] [added: categories] include product [removed: performance,] [added: performance and reliability;] product features (including live-streaming, GPS [removed: tracking and] [added: tracking,] pre-event [removed: buffering),] [added: buffering, real-time alerting and license plate recognition accuracy);] battery [removed: life,] [added: life and power options; ease of deployment and integration with existing infrastructure;] product quality and [removed: warranty,] [added: warranty;] total cost of [removed: ownership,] [added: ownership;] data [added: security, privacy and information workflows; interoperability with other public safety systems; company reputation and financial strength; and customer satisfaction and relationships.]

We have identified more than 50 software providers, including 365Labs, Beacon Software [removed: Solutions Inc.,] [added: Solutions,] Caliber Public Safety (parent, Harris Computer Systems), Central Square [removed: Technologies (formerly Superion, TriTech and Aptean),] [added: Technologies,] CivicEye, [added: Coreforce,] Core Technology Corporation, CSI Technology Group, EForce Software, Executive Information [removed: Services Inc., Hexagon AB, Kologik, LawSoft Inc., Mark43 Inc,] [added: Services, Hexagon, LawSoft, Mark43,] Motorola Solutions, Niche [removed: Technology Inc.,] [added: Technology, Oracle,] Saab, SmartCop, [removed: SOMA Global,] Sopra Steria, Southern Software, Sun Ridge [removed: Systems Inc. and] [added: Systems,] Tyler [removed: Technologies.][added: Technologies and Versaterm.]

Our [added: Real Time Crime Center Platform,] Axon [removed: Fusus offering] [added: Fusus,] competes both with real-time operations platforms that ingest body camera video feeds, like Genetec's Citigraf, Motorola’s CommandCentral [removed: Aware and Utility’s Strax Response,] [added: Aware, Coreforce’s Real Time Intelligence,] Flock Safety’s FlockOS, Hitachi Vantara’s Visualization Platform, and MIDL Technology, as well as platforms that ingest video feeds exclusively from surveillance cameras, like Hexagon's Connect, Live Earth and Spatialitics's [removed: GeoShield, among others.][added: GeoShield.]

We have identified [removed: a few] [added: several] providers in this space, including Abel, [removed: Blueline] [added: Central Square Technologies’ Centerline] AI, [added: Clipr.ai,] GovWorx, Karda Analytics, Mark43’s ReportAI, [added: Motorola Solutions,] Policereports.ai, and Truleo.

*VR De-Escalation Training for Law Enforcement, Corrections and Private Security:* Our VR Training platform competes with several other companies in the space who offer simulation scenarios, including simulated training on the use of both lethal and [removed: less-than-lethal] [added: less lethal] alternatives.

Our competition in this space includes Adaptive [removed: VR Ltd.,] [added: VR,] Apex Officer, [removed: Hologate GmbH,] [added: Hologate,] InVeris Training [removed: Solutions Inc.,] [added: Solutions,] Laser [removed: Shot Inc.,] [added: Shot,] MILO, OperatorXR, Street Smarts VR, Ti Training Corp, V-Armed, VirTra [removed: Inc.] and Wrap Technologies, among others.

Key competitive factors in this product category include scale of content library, integration to additional sensors and [removed: devices (e.g. haptic suit, TASER),] [added: devices,] ease of use, visual fidelity and realism, quality of immersion experience (enhanced by capabilities such as eye tracking and speech recognition) and portability.

*Axon Air:* Our end-to-end drone management software platform competes with [removed: a select set of] [added: several] companies in the space who offer drone programs and flight management software solutions.

Our competition in this space includes Auterion Ltd., BRINC Drones’ LiveOps, Flock Safety’s Aerodome, Motorola Solutions’ CAPE, Paladin Drones’ [removed: Watchtower] [added: Watchtower, Versaterm’s DroneSense,] and Votix, [removed: LLC, among others.][added: LLC.]

Our indoor tactical drone hardware platform, Sky-Hero, competes with [removed: a few other] [added: several] companies in the space, including BRINC, [added: Cleo Robotics, Darkhive, DJI,] Indoor Robotics, XTEND, [added: FLIR] and [removed: FLIR.][added: Flock Safety (through its acquisition of Uniform Sierra Aerospace).]

[removed: *Dedrone by Axon:*] [added: *Dedrone:*] The counter drone space is fast growing and very fragmented.

Within it, Dedrone competes with Advanced Protection Systems, Anduril, ApolloShield, ARTSys360, Aselsan, Belgian Advanced Technology Systems, Big Bang Boom Solutions, Bligther Surveillance Systems, BlueHalo, BSS Holland, CACI, Cerbair, Chess Dynamics, DEFSYS, Department 13, D-Fend, DroneDefence, Droneshield, Dynamite Global Strategies, DZYNE Technologies, EDGE, EdgeSource, Elbit Systems, ELT Group, ESG, Fortem Technologies, FN Herstal, General Atomics, Gradiant, Guardion, Havelsan, Hensoldt, Hertz New Technologies, IEC Infrared Systems, Indra, L3 Harris, Leidos, Leonardo DRS, LiveLink Aerospace, Lockheed Martin, Marduk, MBDA, MC2 Technologies, Meteksan Savunma, Metis, MSI Defense Systems, MyDefence, Northrop Grumman, NSO Group, Openworks, QinetiQ, Raytheon, Regulus, Rheinmetall, SAAB, SAIC, SAMI Advanced Electronics, Securiton, Sensofusion, Sentrycs, Sentry View Systems, Skycope, Skylock, Skysafe, [added: SNC, Sopra Steria, SRC, Teledyne FLIR, Terma, Thales, TRD Systems, UAVOS, Unifly, Vector Solutions, Vigilant Drone Defense, Vorpal, Whitefox Defense, and Zen Technologies, among others.]

Key competitive factors in this product category include the breadth and accuracy of detection sensors (e.g., pan-tilt-zoom cameras, radar, and acoustic) and multi-sensor fusion approaches, the chosen methodology for radio frequency-based detection (e.g., [removed: RF] [added: radio frequency] signature matching or [removed: RF] demodulation), integration of detection platforms with robust mitigation solutions (e.g., jammers, cyber-takeover, kinetic and high-energy), the capacity to improve detection through scale and continuous exposure to diverse drone makes and models in areas of high drone activity (e.g., urban centers, active war zones) and the seamless interoperability with existing security and defense [removed: ecosystems][added: ecosystems.]

*TASER for Professional Users:* Our CEDs compete with a variety of less-than-lethal alternatives to firearms, including rubber bullets or rubber baton rounds, such as those made by Combined Systems, Inc.; pepper spray and pepper spray projectiles, such as those made by Byrna [removed: Technologies Inc. (dba Fox Labs),] [added: Technologies, Condor Non-Lethal Technologies, FN Herstal, PepperBall, and] SABRE Corporation and Mace Security [removed: International, Inc.;] [added: International;] traditional stun guns, such as those made by UZI and Jolt; hand-held remote restraint devices involving a tether, such as those made by Wrap [removed: Technologies Inc.;] [added: Technologies;] laser dazzlers that cause temporary blindness, such as those made by B.E. Meyers & [removed: Co., Inc.;] [added: Co;] stun grenades, such as those made by Combined [removed: Systems, Inc.;] [added: Systems;] long-range acoustic devices, such as those made by [removed: Genasys Inc.;] [added: Genasys;] and police batons and night sticks, such as those made by Monadnock and Armament Systems and [removed: Procedures, Inc. TASER devices offer advanced technology, versatility, portability, effectiveness, built-in accountability systems and low injury rates, which enable us to compete effectively against other less-than-lethal alternatives.][added: Procedures.]

[removed: TASER] Bolt [added: 2] and [removed: TASER] Pulse [added: 2] are not stun guns, and have different capabilities, including neuromuscular incapacitation functionality.

Our business operations are influenced by [removed: municipal] [added: customer] budget [added: and technology adoption] cycles.

However, historical seasonal patterns, [removed: municipal] [added: customer] budgets or historical patterns of product introductions should not be considered reliable indicators of our future net sales or financial performance.

Risk Factors – Legal and Compliance Risks” for additional [removed: details.][added: information.]

*Radio Spectrum and Unmanned [removed: Aerial and Ground-Based Robotic Devices*][added: Systems*]

Certain of our products [removed: utilize] [added: use] radio spectrum to provide wireless voice, data and video communications [removed: services.][added: and are subject to U.S. and foreign regulations governing spectrum use, equipment authorization, and operating requirements.]

[removed: These regulations affect our CEDs with] [added: Products incorporating wireless technology include] Axon [removed: Signal technology, including] [added: Signal-enabled CEDs and accessories such as] the TASER 7 CED, Signal Performance Power Magazine (“SPPM”), [removed: the] [added: and] TASER 10 CED, [removed: and] [added: as well as] future [removed: CEDs implementing wireless technology.][added: wireless-enabled CEDs.]

Axon Enterprise, Inc. (“Axon,” the “Company,” “we” or “us”) is a technology company that provides integrated hardware and software solutions.

Founder-led since 1993, Axon began with a mission to protect life and has grown into a global technology company serving a range of customers.

Our products and services allow customers across the public and private sector to capture and use critical data to support fully-connected operational workflows.

Our trusted network seamlessly integrates software and hardware with a range of connected devices, including TASER energy devices, cameras and sensors, drones and robotics, cloud-based evidence management, records management, real-time operations software, critical incident and emergency response systems, immersive training, and productivity tools – all enhanced by artificial intelligence (“AI”).

Designed to work together, these solutions create a unified, data-driven operating system that prioritizes safety and helps protect people and places with greater speed, accuracy, transparency, and accountability.

Our products and technology solutions address complex, high-stakes challenges, and our mission attracts top talent.

Axon is a diversified technology company with employees distributed across multiple geographies.

Alongside our primary corporate headquarters in Scottsdale, Arizona, we have hubs in many major cities across the United States and ongoing international expansion across Europe, Asia, and the Americas, as we continue to drive our mission globally.

Business Segments

During the year ended December 31, 2025, we realigned our business to better reflect our continued growth and expansion of our technology solutions.

Previously reported within two reportable segments, TASER and Software and Sensors, we realigned our business in a manner that provides increased transparency and distinction between our software and services and hardware components.

Axon’s operations comprise a fully integrated suite of products across connected hardware, software, and services which are disclosed in two reportable segments:

Our offerings include Axon Evidence, Draft One, Axon Records, Axon Standards, Axon Fusus, and Axon Assistant, among others.

2.Connected Devices: We develop, manufacture and sell fully integrated hardware solutions such as conducted energy devices (“CEDs”) sold under the TASER brand, body cameras, fixed and in-car cameras, drone and counter-drone technologies, and a broad ecosystem of accessories, extended warranties and related hardware products.

Axon’s products and services are designed to operate as an integrated ecosystem consisting of integrated connected hardware devices, cloud-hosted software applications and real-time operational tools.

Our revenue is derived from a combination of hardware sales, multi-year recurring software subscriptions, professional services, and extended warranties.

The following describes the principal product categories that drive revenue across our two reportable segments.

[Table o](#i8b52c3cc3ae04ee2a2dd6b15b5581efd_10)[f](#i8b52c3cc3ae04ee2a2dd6b15b5581efd_10) [Contents](#i8b52c3cc3ae04ee2a2dd6b15b5581efd_10)

*Software and Services*

Revenue from our SaaS solutions is primarily driven from subscription licensing, premium offering adoptions, and ecosystem expansion.

Our SaaS solutions can be best categorized into three categories:

- Digital Evidence Management: Axon Evidence is a secure, cloud-based platform that enables public safety to efficiently store, manage and share critical evidence while ensuring chain of custody and compliance.

- Productivity Solutions: Our productivity suite includes Axon Records, Axon Standards, and a suite of solutions available under our AI Era Plan, including Real-Time Translation, Draft One, Policy Chat, and Auto-Transcribe, among others.

These offerings are designed to boost efficiency and improve decision-making through automation, data integration, and intelligent workflows.

In addition to subscription SaaS revenue, this segment includes non-recurring professional services revenue supporting implementation, configuration, and ongoing workflow integration, as well as revenue from certain on-premise software licenses.

*Connected Devices*

Our Connected Devices segment consists of hardware products that seamlessly integrate with our suite of software solutions to revolutionize our customers' capabilities for capturing, analyzing, and responding to real-world events.

Revenue in this segment is derived from device sales, accessories, and related extended warranties.

These products are designed to operate as a networked system and include devices such as cameras, sensors, drones, and personal protection equipment across the following three categories:

TASER energy devices are used by public safety customers as a less-lethal force option to de-escalate conflict.

Revenue is generated through device sales, cartridges, accessories, and extended warranties.

Product categories within personal sensors include Axon Body cameras and accessories.

- Platform Solutions: Platform Solutions include Axon Fleet in-car video systems, fixed cameras, drone and counter-drone technology, virtual reality (“VR”) training hardware, and other devices that support operational awareness.

[Table o](#i8b52c3cc3ae04ee2a2dd6b15b5581efd_10)[f](#i8b52c3cc3ae04ee2a2dd6b15b5581efd_10) [Contents](#i8b52c3cc3ae04ee2a2dd6b15b5581efd_10)

Our core customers across the public and private sectors include U.S. federal, state, and local governments, international governmental entities, commercial enterprises, and consumers.

We purchase many components and raw materials used in manufacturing our products from numerous suppliers in various countries.

Although we currently obtain certain components from single source suppliers, we own substantially all injection-molded component tooling, designs and test fixtures used in production for all custom components.

Supply chain disruptions are an ongoing occurrence and our continuous monitoring allows us to minimize their impact.

For more information on the risks associated with manufacturing and supply chain, see “Item 1A.

Risk Factors — Operational Risks”.

Axon Enterprise, Inc. (“Axon,” the “Company,” “we” or “us”) is a technology leader in global public safety.

In 2022, we announced our moonshot goal to cut gun-related deaths between police and the public in the United States in half by 2033.

Axon is building the public safety operating system of the future by integrating a suite of hardware devices and cloud software solutions that not only revolutionize modern policing but also cater to federal agencies, corrections, justice and enterprise-level security needs.

Axon’s suite includes cloud-hosted digital evidence management solutions, productivity and real-time operations software, body cameras, in-car cameras, TASER energy devices, drone and robotic security, and training solutions.

Our products solve some of society's most challenging problems and our mission attracts top talent.

Axon’s operations comprise two reportable segments:

2.TASER: Axon is the market leader in the development, manufacture and sale of conducted energy devices ("CEDs"), which we sell under our brand name, TASER.

The TASER segment includes the manufacture and sale of CEDs, batteries, accessories and extended warranties, digital subscription training content, virtual reality ("VR") training content, TASER Evidence.com license revenue, and other professional services tied to TASER and VR deployments.

Axon employees are distributed across multiple geographies and report to work via a remote-hybrid model, which leverages both in-person collaboration environments as well as cloud-based software tools that enable remote productivity.

Our headquarters in Scottsdale, Arizona and our hubs in Seattle, Washington; San Francisco, California; Boston, Massachusetts; Atlanta, Georgia; and Sterling, Virginia house the majority of our in-person employees located in the United States, including members of our executive management team, and sales, marketing, certain engineering, manufacturing, finance and other administrative support functions.

We also have subsidiaries and/or offices located in Australia, Belgium, Canada, Finland, France, Germany, Greece, India, Italy, the Netherlands, Spain, the United Kingdom and Vietnam.

Axon products are generally cloud-connected, designed to drive better outcomes and customer experiences, and sold via mutually reinforcing integrated subscription plans.

Our key revenue drivers belong to three broad product categories:

$1.0 billion1 as of December 31, 2024.

We have many SaaS solutions, which can best be trisected into three categories: digital evidence management, productivity and real-time operations solutions.

Axon Evidence is the world’s largest cloud-hosted public safety data repository of public safety video data and other types of digital evidence.

Our productivity suite, which includes Axon Records and artificial intelligence ("AI"), is designed to save officers time spent writing reports and doing paperwork.

Product categories within sensors include Axon Body cameras, Axon Fleet in-car systems, drones and robotics, and other devices that work with our software.

These tools include TASER devices, VR training services and consumer devices.

Research has shown that TASER devices are the most effective less-than-lethal force option, with the lowest likelihood of injury to officers and assailants.

Since our inception in 1993, TASER devices have been adopted by a majority of U.S. state and local law enforcement and are used daily to help keep communities safe.

Global adoption of TASER devices remains early and we are expanding into new geographies.

Axon VR solutions make public safety training more accessible, relevant and affordable — with the goal of using new immersive VR technologies to better prepare officers for real-life situations in the field.

We think of our core customers as falling into roughly four categories of funding sources: U.S. state and local governments, the U.S. federal government, international government customers and commercial enterprises.

Additionally, the types of customers who find value in our product offerings are expanding beyond law enforcement to include customers such as attorneys, corrections, fire and emergency medical services personnel, commercial enterprise security, frontline enterprise workers, and the U.S. military.

Governmental agencies generally have the ability to terminate our contracts, in whole or in part, for reasons including non-appropriation of funds.

We continue to monitor developments in federal government funding.

We continue to take steps to diversify our supply chain and global manufacturing footprint, which positions us well to manage supply chain disruptions.

Material availability has mostly stabilized from prior supply chain challenges while general levels of risk continue to exist in all businesses that manufacture products.

Supplier decommitments remain a top

area of risk.

However, we have put programs in place to mitigate this risk.

We proactively manage our supply chain down to third tier suppliers to mitigate and overcome material shortages.

These actions align to our strategic model to help meet strong product demand while also preparing us to stagger factory work schedules as needed, which enables us to meet compressed build schedules over short periods of time.

We continue to adjust strategic inventory levels in both raw materials and finished goods based on areas of risk to mitigate potential supply disruptions.

Despite past supply chain disruptions relating to material shortages and port constraints, we remain focused on actively managing our supply chain by strengthening strategic relationships, securing secondary and alternate sourcing, adjusting build plans, maintaining strategic inventory and utilizing flexible logistics to support growing demand while minimizing customer disruptions.

Even as we continue to expand our second sourcing of materials across our supply chain, we still obtain some unique components from single source suppliers.

However, because we own substantially all of the injection molded component tooling used in their production, we believe we could obtain alternative suppliers in most cases with varying levels of interruption.

In addition, we also have programs to hold additional raw materials (such as resins, battery components and critical semiconductors) to mitigate supply interruptions and better manage costs.

We offer both limited and extended manufacturer’s warranties on our Axon devices and CEDs.

See discussion of litigation in Note [removed: 13] [added: 11] included in Part II, Item 8 of this Annual Report on Form 10-K, which discussion is incorporated by reference herein.

For the fiscal year ended December 31, [removed: 2024][added: 2025]

[removed: (480) 991-0797][added: (480) 991-0797]

As of June 30, [removed: 2024,] [added: 2025,] the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was approximately [removed: $21.8] [added: $62.2] billion based on the closing sale price as reported on The NASDAQ Stock Market LLC.

The number of shares of the registrant’s common stock outstanding as of February [removed: 24, 2025] [added: 18, 2026] was [removed: 76,623,266][added: 80,397,675]

Parts of the registrant’s definitive proxy statement for its [removed: 2025] [added: 2026] Annual Meeting of Shareholders to be prepared and filed with the Securities and Exchange Commission not later than 120 days after December 31, [removed: 2024] [added: 2025] are incorporated by reference into Part III of this Form 10-K.

FOR THE YEAR ENDED DECEMBER 31, [removed: 2024][added: 2025]

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| [removed: [Item 9C.](#i8176d44807d94bf2b1a819806cdc1f3c_160)] [added: [Item](#i8b52c3cc3ae04ee2a2dd6b15b5581efd_184) [9](#i8b52c3cc3ae04ee2a2dd6b15b5581efd_184)[C.](#i8b52c3cc3ae04ee2a2dd6b15b5581efd_184)] | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspection](#i8176d44807d94bf2b1a819806cdc1f3c_160)] [added: Inspections](#i8b52c3cc3ae04ee2a2dd6b15b5581efd_184)] | | | [removed: [115](#i8176d44807d94bf2b1a819806cdc1f3c_160)] [added: [109](#i8b52c3cc3ae04ee2a2dd6b15b5581efd_184)] | | |

| [Item [removed: 10.](#i8176d44807d94bf2b1a819806cdc1f3c_166)] [added: 1](#i8b52c3cc3ae04ee2a2dd6b15b5581efd_190)[0](#i8b52c3cc3ae04ee2a2dd6b15b5581efd_190)[.](#i8b52c3cc3ae04ee2a2dd6b15b5581efd_190)] | | | [Directors, Executive Officers and Corporate [removed: Governance](#i8176d44807d94bf2b1a819806cdc1f3c_166)] [added: Governance](#i8b52c3cc3ae04ee2a2dd6b15b5581efd_190)] | | | [removed: [115](#i8176d44807d94bf2b1a819806cdc1f3c_166)] [added: [109](#i8b52c3cc3ae04ee2a2dd6b15b5581efd_190)] | | |

| [Item [removed: 12.](#i8176d44807d94bf2b1a819806cdc1f3c_172)] [added: 1](#i8b52c3cc3ae04ee2a2dd6b15b5581efd_196)[2](#i8b52c3cc3ae04ee2a2dd6b15b5581efd_196)[.](#i8b52c3cc3ae04ee2a2dd6b15b5581efd_196)] | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i8176d44807d94bf2b1a819806cdc1f3c_172)] [added: Matters](#i8b52c3cc3ae04ee2a2dd6b15b5581efd_196)] | | | [removed: [115](#i8176d44807d94bf2b1a819806cdc1f3c_172)] [added: [110](#i8b52c3cc3ae04ee2a2dd6b15b5581efd_196)] | | |

| [Item [removed: 13.](#i8176d44807d94bf2b1a819806cdc1f3c_175)] [added: 1](#i8b52c3cc3ae04ee2a2dd6b15b5581efd_199)[3](#i8b52c3cc3ae04ee2a2dd6b15b5581efd_199)[.](#i8b52c3cc3ae04ee2a2dd6b15b5581efd_199)] | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i8176d44807d94bf2b1a819806cdc1f3c_175)] [added: Independence](#i8b52c3cc3ae04ee2a2dd6b15b5581efd_199)] | | | [removed: [116](#i8176d44807d94bf2b1a819806cdc1f3c_175)] [added: [110](#i8b52c3cc3ae04ee2a2dd6b15b5581efd_199)] | | |

| [Item [removed: 14.](#i8176d44807d94bf2b1a819806cdc1f3c_178)] [added: 1](#i8b52c3cc3ae04ee2a2dd6b15b5581efd_202)[4](#i8b52c3cc3ae04ee2a2dd6b15b5581efd_202)[.](#i8b52c3cc3ae04ee2a2dd6b15b5581efd_202)] | | | [Principal Accountant Fees and [removed: Services](#i8176d44807d94bf2b1a819806cdc1f3c_178)] [added: Services](#i8b52c3cc3ae04ee2a2dd6b15b5581efd_202)] | | | [removed: [116](#i8176d44807d94bf2b1a819806cdc1f3c_178)] [added: [110](#i8b52c3cc3ae04ee2a2dd6b15b5581efd_202)] | | |

[Table o](#i8b52c3cc3ae04ee2a2dd6b15b5581efd_10)[f](#i8b52c3cc3ae04ee2a2dd6b15b5581efd_10) [Contents](#i8b52c3cc3ae04ee2a2dd6b15b5581efd_10)

[Table o](#i8b52c3cc3ae04ee2a2dd6b15b5581efd_10)[f](#i8b52c3cc3ae04ee2a2dd6b15b5581efd_10) [Contents](#i8b52c3cc3ae04ee2a2dd6b15b5581efd_10)

| | | | [PART II](#i8b52c3cc3ae04ee2a2dd6b15b5581efd_37) | | | | | |

| [Item](#i8b52c3cc3ae04ee2a2dd6b15b5581efd_175) [9](#i8b52c3cc3ae04ee2a2dd6b15b5581efd_175)[A.](#i8b52c3cc3ae04ee2a2dd6b15b5581efd_175) | | | [Controls and Procedures](#i8b52c3cc3ae04ee2a2dd6b15b5581efd_175) | | | [107](#i8b52c3cc3ae04ee2a2dd6b15b5581efd_175) | | |

| [Item](#i8b52c3cc3ae04ee2a2dd6b15b5581efd_178) [9](#i8b52c3cc3ae04ee2a2dd6b15b5581efd_178)[B.](#i8b52c3cc3ae04ee2a2dd6b15b5581efd_178) | | | [Other Information](#i8b52c3cc3ae04ee2a2dd6b15b5581efd_178) | | | [109](#i8b52c3cc3ae04ee2a2dd6b15b5581efd_178) | | |

| | | | [PART III](#i8b52c3cc3ae04ee2a2dd6b15b5581efd_187) | | | | | |

| [Item 1](#i8b52c3cc3ae04ee2a2dd6b15b5581efd_193)[1](#i8b52c3cc3ae04ee2a2dd6b15b5581efd_193)[.](#i8b52c3cc3ae04ee2a2dd6b15b5581efd_193) | | | [Executive Compensation](#i8b52c3cc3ae04ee2a2dd6b15b5581efd_193) | | | [109](#i8b52c3cc3ae04ee2a2dd6b15b5581efd_193) | | |

| | | | [PART IV](#i8b52c3cc3ae04ee2a2dd6b15b5581efd_205) | | | | | |

| [Item 1](#i8b52c3cc3ae04ee2a2dd6b15b5581efd_208)[5](#i8b52c3cc3ae04ee2a2dd6b15b5581efd_208)[.](#i8b52c3cc3ae04ee2a2dd6b15b5581efd_208) | | | [Exhibits and Financial Statement Schedules](#i8b52c3cc3ae04ee2a2dd6b15b5581efd_208) | | | [110](#i8b52c3cc3ae04ee2a2dd6b15b5581efd_208) | | |

| [Item 1](#i8b52c3cc3ae04ee2a2dd6b15b5581efd_211)[6](#i8b52c3cc3ae04ee2a2dd6b15b5581efd_211)[.](#i8b52c3cc3ae04ee2a2dd6b15b5581efd_211) | | | [Form 10-K Summary](#i8b52c3cc3ae04ee2a2dd6b15b5581efd_211) | | | [113](#i8b52c3cc3ae04ee2a2dd6b15b5581efd_211) | | |

[Table o](#i8b52c3cc3ae04ee2a2dd6b15b5581efd_10)[f](#i8b52c3cc3ae04ee2a2dd6b15b5581efd_10) [Contents](#i8b52c3cc3ae04ee2a2dd6b15b5581efd_10)

[Table o](#i8b52c3cc3ae04ee2a2dd6b15b5581efd_10)[f](#i8b52c3cc3ae04ee2a2dd6b15b5581efd_10) [Contents](#i8b52c3cc3ae04ee2a2dd6b15b5581efd_10)

| | | | [PART II](#i8176d44807d94bf2b1a819806cdc1f3c_34) | | | | | |

| [Item 9A.](#i8176d44807d94bf2b1a819806cdc1f3c_154) | | | [Controls and Procedures](#i8176d44807d94bf2b1a819806cdc1f3c_154) | | | [112](#i8176d44807d94bf2b1a819806cdc1f3c_154) | | |

| [Item 9B.](#i8176d44807d94bf2b1a819806cdc1f3c_157) | | | [Other Information](#i8176d44807d94bf2b1a819806cdc1f3c_157) | | | [114](#i8176d44807d94bf2b1a819806cdc1f3c_157) | | |

| | | | [PART III](#i8176d44807d94bf2b1a819806cdc1f3c_163) | | | | | |

| [Item 11.](#i8176d44807d94bf2b1a819806cdc1f3c_169) | | | [Executive Compensation](#i8176d44807d94bf2b1a819806cdc1f3c_169) | | | [115](#i8176d44807d94bf2b1a819806cdc1f3c_169) | | |

| | | | [PART IV](#i8176d44807d94bf2b1a819806cdc1f3c_181) | | | | | |

| [Item 15.](#i8176d44807d94bf2b1a819806cdc1f3c_184) | | | [Exhibits, Financial Statement Schedules](#i8176d44807d94bf2b1a819806cdc1f3c_184) | | | [116](#i8176d44807d94bf2b1a819806cdc1f3c_184) | | |

| [Item 16.](#i8176d44807d94bf2b1a819806cdc1f3c_187) | | | [Form 10-K Summary](#i8176d44807d94bf2b1a819806cdc1f3c_187) | | | [118](#i8176d44807d94bf2b1a819806cdc1f3c_187) | | |

[removed: *Third-Party] [added: *Third Party] Monitoring and External Reviews*

[removed: Axon utilizes the assistance of] [added: We engage] third-party technology [removed: and] providers to support [removed: our objective] [added: the protection] of [removed: protecting] our [removed: information,] information systems and [removed: network.][added: networks.]

Material findings, [removed: notable weaknesses] [added: significant control weaknesses,] and [removed: suggestions] [added: key recommendations arising from these activities] are [removed: presented] [added: reported] to the Enterprise Risk and Compliance Committee of the [removed: Company’s] Board of Directors [removed: (the “ERC Committee”) as discussed below.][added: of the Company (“ERC Committee”).]

[removed: Our] [added: The Company's] cybersecurity and information security program, [removed: which includes] [added: including] data privacy, is [added: led by] the [removed: responsibility of our] Chief Information Security Officer (“CISO”), who oversees [removed: our] [added: the Company's] global information security [removed: program.][added: function.]

[removed: Our] [added: The] current CISO has [removed: served] [added: more than 20 years of experience] in [removed: various] information technology and information [removed: security roles over the past 20 years] [added: security,] including [added: leadership] roles at Netflix, [removed: Salesforce] [added: Salesforce,] and Facebook, and has served as [added: the Company's] CISO since February 2024.

[removed: Our] [added: The] CISO, [removed: along] [added: together] with the Information Security [removed: Team, also] [added: team,] leads [removed: our] [added: the] Security Incident Response Team, which [removed: is responsible for investigating] [added: investigates] suspected cybersecurity threats and incidents.

*Board [removed: of Directors] Oversight*

[removed: As a part of its oversight of the key risks facing Axon, our] [added: The] Board of Directors [removed: devotes significant time and attention to] [added: oversees] data and systems protection, including cybersecurity [removed: and information security] risk.

[removed: While the] [added: The] Audit Committee [removed: of the Company’s Board of Directors (the “Audit Committee”)] reviews [removed: any] significant legal, [removed: compliance] [added: compliance,] or regulatory matters that may [removed: have a material] [added: materially] impact [removed: on our business, financial statements or compliance policies generally, it does so in consultation] [added: the Company and consults] with [removed: our] [added: the] ERC Committee [removed: with respect to any such] [added: on] matters [removed: that involve] [added: involving] cybersecurity, data [removed: privacy] [added: privacy,] or information technology.

[removed: To facilitate these reviews, the] [added: The] Information Security [removed: Team] [added: team] and CISO report [removed: at least quarterly] to the ERC Committee [removed: with respect to] [added: at least quarterly regarding] cybersecurity risks, [removed: including those identified through review of our business, of rising threats in the industry,] [added: emerging threats,] and [removed: of] the [removed: current state] [added: status] of [removed: our] [added: the Company’s] cybersecurity [removed: and information security] program.

[removed: At this time, we have] [added: To date, the Company has] not identified [removed: any] risks from known cybersecurity threats, including [removed: as a result of] prior [removed: cybersecurity] incidents, that have materially affected [removed: us, including our] [added: its] operations, business strategy, results of [removed: operations] [added: operations,] or financial [removed: conditions.][added: condition.]

[removed: For additional details, refer to] [added: Additional information is provided in] Item 1A [removed: in] [added: of] Part I of this Annual Report on Form 10-K.

Our business depends on the secure and reliable operation of our information systems, which support operations, communications, supply chain management, billing, accounting, and other critical functions.

We collect, process, store, and transmit personally identifiable and other sensitive information relating to employees, customers, third parties, and, in certain cases, subjects of law enforcement, and must protect its confidentiality, integrity, and availability.

We maintain a formal cybersecurity and information security program that incorporates recommendations from recognized frameworks and standards, including ISO, SOC 2, CJIS, FedRAMP, and NIST.

The Information Security team oversees the program, which is designed to identify, prevent, detect, respond to, and remediate cybersecurity vulnerabilities and incidents.

To manage cybersecurity risk and support regulatory compliance and system availability, we undertake activities including monitoring evolving data protection laws; maintaining internal and customer-facing policies; providing regular employee training, including phishing simulations; requiring employees and service providers to safeguard data; conducting risk-based diligence and oversight of third-party vendors; performing periodic risk assessments, vulnerability scans, penetration testing, and tabletop exercises; updating security technologies; and maintaining cybersecurity insurance coverage.

These services include vulnerability assessments, incident response support such as computer forensics, internal and external audits for security certifications, and broader evaluations of program maturity.

He holds a Master of Science in Information Assurance and relevant industry certifications.

The CISO attends quarterly meetings of the Disclosure Committee and the ERC Committee and provides updates regarding the Company’s cybersecurity risk profile, program maturity, significant developments, and related disclosures included in the Company’s filings with the SEC.

In the event of a potentially material cybersecurity incident, senior leadership, including the Chief Legal Officer, Chief Accounting Officer, Chief Operating Officer, Chief Financial Officer, and other appropriate members of management, participate in the response and assessment process.

The Chair of the ERC Committee also serves on the Audit Committee, facilitating coordination between the committees.

[Table o](#i8b52c3cc3ae04ee2a2dd6b15b5581efd_10)[f](#i8b52c3cc3ae04ee2a2dd6b15b5581efd_10) [Contents](#i8b52c3cc3ae04ee2a2dd6b15b5581efd_10)

The ERC Committee oversees the Company’s enterprise risk management framework, including cybersecurity risk.

The ERC Committee provides updates to the Board of Directors.

The Company maintains an incident response plan that establishes defined roles and responsibilities and includes disclosure controls and procedures for assessing the materiality of cybersecurity events.

In the event of a potentially material cybersecurity incident, the Security Incident Response Team, under the direction of the Chief Legal Officer, evaluates relevant quantitative and qualitative factors, including incidents affecting third-party systems.

The Team reports its findings to the Chair of the ERC Committee.

If further review is warranted, the Audit Committee is convened, with members of the ERC Committee invited, to determine materiality consistent with SEC guidance.

Incidents determined not to be material are reported to the ERC Committee at its next scheduled meeting.

The Company faces ongoing cybersecurity risks that, if realized, could materially affect the Company.

[Table o](#i8b52c3cc3ae04ee2a2dd6b15b5581efd_10)[f](#i8b52c3cc3ae04ee2a2dd6b15b5581efd_10) [Contents](#i8b52c3cc3ae04ee2a2dd6b15b5581efd_10)

Our business is highly dependent on our information systems, including our ability to operate them effectively and to successfully implement new technologies, methods and processes, as well as adequate controls and cybersecurity incident recovery plans.

We rely on our information systems to manage our business, data, communications, supply chain, ordering, pricing, billing, inventory replenishment, accounting functions and other processes.

In addition, we must protect the confidentiality and integrity of the data of our business, employees, customers and other third parties.

Our business involves the collection, processing, storage and transmission of personally identifiable information and other sensitive and confidential information.

This data is wide ranging and relates to our employees, customers and third parties, including the subjects of law enforcement.

Our compliance obligations include those prescribed under the laws and regulations that dictate whether, how and under what circumstances we can receive, process, hold and/or transfer certain data that is critical to our operations, including data shared between countries or regions in which we operate and data shared among our products and services.

As part of our company-wide culture of security, we maintain a formal cybersecurity and information security program that is aligned with the standards set forth by the International Organization for Standardization (“ISO”), the American Institute of Certified Public Accountants in Systems and Organization Controls 2, the Criminal Justice Information Services, the Federal Risk and Authorization Management Program and the National Institute of Standards and Technology.

Our Information Security Team maintains the program, which is designed to ensure proper monitoring, prevention, detection, mitigation and remediation of cybersecurity vulnerabilities, including the prompt investigation and management of all reported or discovered security events, including cybersecurity threats and incidents, in our ordinary course of business.

Our cybersecurity and information security programs are designed to comply with key global financial regulations and cybersecurity laws in the jurisdictions in which we operate.

The program includes taking several proactive steps to prepare for attempts to compromise our information systems.

To provide for the availability of critical data and systems, maintain regulatory compliance, manage our material cybersecurity risks, and protect against, detect and respond to cybersecurity threats and incidents, we undertake the below listed activities:

- closely monitor emerging data protection laws and implement changes to our processes designed to comply;

- undertake regular reviews (at least annually) of our consumer facing and internal policies and statements related to cybersecurity;

- proactively inform our customers of substantive changes related to customer data handling;

- conduct annual information security training for all employees;

- recruit and retain highly skilled cybersecurity professionals, and provide regular training and development opportunities for our cybersecurity and information security employees;

- conduct regular phishing email simulations for all employees and all contractors with access to corporate email systems to enhance awareness and responsiveness to such possible threats;

- through policy, practice and contract (as applicable), require employees, as well as third parties who provide services on our behalf, to treat customer information and data with care;

- perform due diligence on third-party vendors and, based on our risk assessment, put in place contractual undertakings and oversight to manage and reduce the risks associated with third-party vendors;

- run tabletop exercises to simulate a response to a cybersecurity incident and use the findings to improve our technologies, methods and processes;

- conduct regular risk assessments of our information systems to identify weaknesses, and develop and implement mitigations to improve our cybersecurity and information security program;

- conduct regular security assessments, vulnerability scans, and penetration tests (including by third-party assessment firms) of products systems and internal systems to discover vulnerabilities and apply appropriate mitigations within standardized timelines;

- maintain, implement, evaluate and update our cybersecurity technologies to address threats and vulnerabilities; and

- carry information security risk insurance that provides protection against the potential losses arising from a cybersecurity incident.

Services provided by third parties to assess the performance of our cybersecurity risk management systems and procedures and to identify cybersecurity risks to the Company include assessing products and internal systems for vulnerabilities, incident response services such as computer forensics, internal and external audits for security certifications globally and overall security program maturity evaluations.

Axon and our service providers have also developed systems and processes that are designed to protect our and our customers’ data, to prevent data loss, and to prevent or detect cybersecurity threats and incidents.

He also has relevant degrees and certifications, including a Master of Science degree in Information Assurance from Iowa State University.

The information security program has been built over the last 10 years under the leadership of experienced Information Security professionals.

Our CISO attends quarterly meetings of our Disclosure Committee and provides input on disclosures in our Quarterly Reports on Form 10-Q and Annual Reports on Form 10-K, including the relevant risk factors set forth therein.

In the event of a possibly material cybersecurity incident, the Information Security Team also includes the following executive team members: Corporate General Counsel, Chief Legal Officer, Chief Accounting Officer, Chief Operating Officer & Chief Financial Officer and, to the extent practicable or relevant, other senior executives.

The Chair of our ERC Committee is also a member of our Audit Committee, which facilitates close coordination between the two committees on cybersecurity, data privacy and information technology matters.

Our ERC Committee oversees our overall approach to enterprise risk management, of which cybersecurity is an important component.

The ERC Committee and its Chair, in coordination with the Information Security Team and CISO, regularly review the categories of risk the Company faces, including any cybersecurity risk exposures, as well as the

likelihood of occurrence, the potential impact of those risks, and the steps management has taken to monitor, mitigate and control such exposures.

The ERC Committee makes regular reports to the full Board of Directors regarding updates on cybersecurity and other risks.

Axon has implemented our cybersecurity and information security program and cybersecurity incident response plan to protect our and our customers’ data from, and mitigate the effects of, unintentional disclosure as well as cybersecurity threats and incidents of all severity levels.

Our program and response plan outline actions to be taken after identifying a suspected cybersecurity threat or incident and the people responsible for managing those actions.

We have also implemented disclosure controls and procedures for determining the materiality of a cybersecurity incident to outline disclosure and communications responsibilities during cybersecurity incidents of all severity levels.

In the event of a possibly material cyber incident, the Security Incident Response Team, under the direction of the Corporate General Counsel and/or the Chief Legal Officer, would collect and document information relevant to materiality and make a threshold determination as to whether such cybersecurity incident (including those occurring on the information systems of third parties) is potentially material.

The Security Incident Response Team would meet with the Chair of the ERC Committee to review the preliminary findings of the Security Incident Response Team, including the possible factors in determining materiality.

Our primary corporate headquarters are spread across [removed: five] [added: seven] facilities and approximately [removed: 400,000] [added: 900,000] square feet in the Phoenix, Arizona metropolitan area.

We have more than 30 leased locations spread across nine states domestically and over 15 countries internationally.

These locations include manufacturing and research space, as well as sales and administrative offices.

Our largest manufacturing and research spaces are located in Arizona, while our largest sales and administrative offices are located in Arizona, Washington, and Massachusetts.

Because Axon is a global enterprise with substantial inter-segment cooperation, the majority of our locations support both of our reportable segments.

As of December 31, 2024, we had more than 31 leased locations including Phoenix and Scottsdale, Arizona; East Point and Peachtree, Georgia; Seattle, Washington; Boston, Massachusetts; San Francisco, California; Westerville, Ohio; Washington, D.C,; Melbourne and Sydney, Australia; Brussels, Belgium; Daventry and London, England; Tampere, Finland; Dietzenbach and Kassel, Germany; Delhi, India; Amsterdam, Netherlands; Ho Chi Minh City and Hanoi, Vietnam; Athens, Greece; Madrid, Spain; Rome, Italy; Toronto, Canada; and Odense, Denmark.

We also own a parcel of land located in Scottsdale, Arizona.

The majority of our locations support both of our reportable segments, except for our Vietnam, Finland, and Seattle, Washington locations, which primarily support our Software & Sensors segment.

Our common stock is quoted under the symbol “AXON” on The NASDAQ Stock Market [removed: LLC][added: LLC.]

As of February [removed: 24, 2025,] [added: 18, 2026,] there were [removed: 203] [added: 181] holders of record of our common stock.

As of December 31, [removed: 2024,] [added: 2025,] $16.3 million remained available under the plan for future purchases.

The graph covers the period from December 31, [removed: 2019] [added: 2020] to December 31, [removed: 2024.][added: 2025.]

The graph assumes that the value of the investment in our stock and in each index was $100 at December 31, [removed: 2019,] [added: 2020,] and that all dividends were reinvested.

[removed: ][added: ]

| | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2024] [added: 2025] | | |

During the year ended December 31, 2025, holders of our 2027 Notes converted approximately $4.6 million principal amount and we issued 13,374 shares of our common stock.

In connection with these conversions, we exercised call options under our 2027 Note Hedge and received 13,207 shares of our common stock.

[Table o](#i8b52c3cc3ae04ee2a2dd6b15b5581efd_10)[f](#i8b52c3cc3ae04ee2a2dd6b15b5581efd_10) [Contents](#i8b52c3cc3ae04ee2a2dd6b15b5581efd_10)

| Axon Enterprise, Inc. | | | $ | 100.00 | | | | | $ | 128.13 | | | | | $ | 135.40 | | | | | $ | 210.78 | | | | | $ | 484.86 | | | | | $ | 463.27 | |

| NASDAQ Composite | | | 100.00 | | | | | | 122.18 | | | | | | 82.43 | | | | | | 119.22 | | | | | | 154.48 | | | | | | 187.14 | | |

| S&P 500 | | | 100.00 | | | | | | 128.71 | | | | | | 105.40 | | | | | | 133.10 | | | | | | 166.40 | | | | | | 196.16 | | |

Market Information

Holders

Dividends

During the year ended December 31, 2024, no common shares were purchased under the program.

| Axon Enterprise, Inc. | | | $ | 100.00 | | | | | $ | 167.21 | | | | | $ | 214.25 | | | | | $ | 226.41 | | | | | $ | 352.44 | | | | | $ | 810.73 | |

| NASDAQ Composite | | | 100.00 | | | | | | 144.92 | | | | | | 177.06 | | | | | | 119.45 | | | | | | 172.77 | | | | | | 223.87 | | |

| S&P 500 | | | 100.00 | | | | | | 118.40 | | | | | | 152.39 | | | | | | 124.79 | | | | | | 157.59 | | | | | | 197.02 | | |

Index data copyright NASDAQ and Standard and Poor’s, Inc. Used with permission.

All rights reserved.

[Table o](#i8b52c3cc3ae04ee2a2dd6b15b5581efd_10)[f](#i8b52c3cc3ae04ee2a2dd6b15b5581efd_10) [Contents](#i8b52c3cc3ae04ee2a2dd6b15b5581efd_10)

| [Consolidated Balance Sheets as of December 31, [removed: 2024 and 2023](#i8176d44807d94bf2b1a819806cdc1f3c_70)] [added: 202](#i8b52c3cc3ae04ee2a2dd6b15b5581efd_73)[5](#i8b52c3cc3ae04ee2a2dd6b15b5581efd_73) [and 202](#i8b52c3cc3ae04ee2a2dd6b15b5581efd_73)[4](#i8b52c3cc3ae04ee2a2dd6b15b5581efd_73)] | | | | | | [removed: [58](#i8176d44807d94bf2b1a819806cdc1f3c_70)] [added: [56](#i8b52c3cc3ae04ee2a2dd6b15b5581efd_73)] | | |

| [Consolidated Statements of Operations and Comprehensive Income [removed: (Loss)] for the years ended December 31, [added: 2025,] 2024, [removed: 2023,] and [removed: 202](#i8176d44807d94bf2b1a819806cdc1f3c_73)2] [added: 202](#i8b52c3cc3ae04ee2a2dd6b15b5581efd_76)3] | | | | | | [removed: 62] [added: [57](#i8b52c3cc3ae04ee2a2dd6b15b5581efd_76)] | | |

| [Consolidated Statements of Stockholders’ Equity for the years ended December 31, [removed: 2024, 2023,] [added: 202](#i8b52c3cc3ae04ee2a2dd6b15b5581efd_79)[5](#i8b52c3cc3ae04ee2a2dd6b15b5581efd_79)[, 202](#i8b52c3cc3ae04ee2a2dd6b15b5581efd_79)[4](#i8b52c3cc3ae04ee2a2dd6b15b5581efd_79)[,] and [removed: 202](#i8176d44807d94bf2b1a819806cdc1f3c_76)2] [added: 202](#i8b52c3cc3ae04ee2a2dd6b15b5581efd_79)3] | | | | | | [removed: 63] [added: [58](#i8b52c3cc3ae04ee2a2dd6b15b5581efd_79)] | | |

| [Consolidated Statements of Cash Flows for the years ended December 31, [removed: 202](#i8176d44807d94bf2b1a819806cdc1f3c_79)[4](#i8176d44807d94bf2b1a819806cdc1f3c_79)[, 202](#i8176d44807d94bf2b1a819806cdc1f3c_79)[3](#i8176d44807d94bf2b1a819806cdc1f3c_79)[,] [added: 202](#i8b52c3cc3ae04ee2a2dd6b15b5581efd_82)[5](#i8b52c3cc3ae04ee2a2dd6b15b5581efd_82)[, 202](#i8b52c3cc3ae04ee2a2dd6b15b5581efd_82)[4](#i8b52c3cc3ae04ee2a2dd6b15b5581efd_82)[,] and [removed: 202](#i8176d44807d94bf2b1a819806cdc1f3c_79)[2](#i8176d44807d94bf2b1a819806cdc1f3c_79)] [added: 202](#i8b52c3cc3ae04ee2a2dd6b15b5581efd_82)[3](#i8b52c3cc3ae04ee2a2dd6b15b5581efd_82)] | | | | | | [removed: [61](#i8176d44807d94bf2b1a819806cdc1f3c_79)] [added: [59](#i8b52c3cc3ae04ee2a2dd6b15b5581efd_82)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i8176d44807d94bf2b1a819806cdc1f3c_82)] [added: Statements](#i8b52c3cc3ae04ee2a2dd6b15b5581efd_85)] | | | | | | [removed: [62](#i8176d44807d94bf2b1a819806cdc1f3c_82)] [added: [60](#i8b52c3cc3ae04ee2a2dd6b15b5581efd_85)] | | |

| [Report of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm (PCAOB ID [removed: No.](#i8176d44807d94bf2b1a819806cdc1f3c_148)] [added: N](#i8b52c3cc3ae04ee2a2dd6b15b5581efd_166)[o](#i8b52c3cc3ae04ee2a2dd6b15b5581efd_166)[.](#i8b52c3cc3ae04ee2a2dd6b15b5581efd_166)] 238) | | | | | | [removed: 103] [added: [103](#i8b52c3cc3ae04ee2a2dd6b15b5581efd_166)] | | |

| [Report of Grant Thornton LLP, Independent Registered Public Accounting Firm (PCAOB ID No. [removed: 248)](#i8176d44807d94bf2b1a819806cdc1f3c_1649267442375)] [added: 248)](#i8b52c3cc3ae04ee2a2dd6b15b5581efd_937)] | | | | | | [removed: 105] [added: [106](#i8b52c3cc3ae04ee2a2dd6b15b5581efd_937)] | | |

| | | | [removed: December] [added: As of December] 31, 2024 | | | | | | [removed: December 31, 2023] | | | [added: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]

| Cash and cash equivalents | | | $ | [added: 1,201,147 | | | | | $ |] 454,844 | | | | | $ | 598,545 | |

| Marketable securities | | | [removed: 198,270] [added: 27,213] | | | | | | [removed: 77,940] [added: 198,270] | | |

| Short-term investments | | | [removed: 333,235] [added: 505,417] | | | | | | [removed: 644,054] [added: 333,235] | | |

| Accounts and notes receivable, net of allowance of [removed: $3,322] [added: $4,198] and [removed: $2,392] [added: $3,322] as of December 31, [removed: 2024] [added: 2025] and December 31, [removed: 2023,] [added: 2024,] respectively | | | [removed: 547,572] [added: 777,486] | | | | | | [removed: 412,961] [added: 547,572] | | |

| Contract assets, net | | | [removed: 367,929] [added: 582,630] | | | | | | [removed: 287,232] [added: 367,929] | | |

| Inventory | | | [removed: 265,316] [added: 341,811] | | | | | | [removed: 269,855] [added: 265,316] | | |

| Prepaid expenses and other current assets | | | [removed: 130,315] [added: 277,348] | | | | | | [removed: 103,055] [added: 130,315] | | |

| Total current assets | | | [removed: 2,297,481] [added: 3,713,052] | | | | | | [removed: 2,393,642] [added: 2,297,481] | | |

| Property and equipment, net | | | [removed: 247,324] [added: 330,979] | | | | | | [removed: 200,533] [added: 247,324] | | |

| Deferred tax assets, net | | | [removed: 304,282] [added: 359,803] | | | | | | [removed: 227,784] [added: 304,282] | | |

| Intangible assets, net | | | [removed: 175,157] [added: 196,972] | | | | | | [removed: 19,539] [added: 175,157] | | |

| Goodwill | | | [removed: 756,838] [added: 1,370,189] | | | | | | [removed: 57,945] [added: 756,838] | | |

| Long-term notes receivable, net | | | [removed: 3,460] [added: 6,066] | | | | | | [removed: 2,588] [added: 3,460] | | |

| Long-term contract assets, net | | | [removed: 119,876] [added: 178,249] | | | | | | [removed: 84,382] [added: 119,876] | | |

| Strategic investments | | | [removed: 332,550] [added: 416,833] | | | | | | [removed: 231,730] [added: 332,550] | | |

| Other long-term assets | | | [removed: 237,620] [added: 428,170] | | | | | | [removed: 191,031] [added: 237,620] | | |

| Total assets | | | $ | [removed: 4,474,588] [added: 7,000,313] | | | | | $ | [removed: 3,409,174] [added: 4,474,588] | |

| Accounts payable | | | $ | [removed: 71,955] [added: 139,086] | | | | | $ | [removed: 65,852] [added: 71,955] | |

| Accrued liabilities | | | [removed: 279,193] [added: 510,538] | | | | | | [removed: 193,550] [added: 279,193] | | |

| Current portion of deferred revenue | | | [removed: 612,955] [added: 714,708] | | | | | | [removed: 470,415] [added: 612,955] | | |

| Customer deposits | | | [removed: 20,626] [added: 16,156] | | | | | | [removed: 21,935] [added: 20,626] | | |

| Other current liabilities | | | [removed: 12,857] [added: 9,107] | | | | | | [removed: 9,787] [added: 12,857] | | |

| Deferred revenue, net of current portion | | | [removed: 360,685] [added: 359,902] | | | | | | [removed: 270,901] [added: 360,685] | | |

| Liability for unrecognized tax benefits | | | [removed: 25,007] [added: 24,376] | | | | | | [removed: 18,049] [added: 25,007] | | |

| Long-term deferred compensation | | | [removed: 15,877] [added: 23,675] | | | | | | [removed: 11,342] [added: 15,877] | | |

| Long-term lease liabilities | | | [removed: 41,383] [added: 98,942] | | | | | | [removed: 33,550] [added: 41,383] | | |

| Other long-term liabilities | | | [removed: 26,096] [added: 50,443] | | | | | | [removed: 20,915] [added: 26,096] | | |

| Total liabilities | | | [removed: 2,146,923] [added: 3,757,655] | | | | | | [removed: 1,793,409] [added: 2,146,923] | | |

| Commitments and contingencies (Note [removed: 13)] [added: 11)] | | | | | | | | | | | |

| Preferred stock, $0.00001 par value; 25,000,000 shares authorized; no shares issued and outstanding as of December 31, [removed: 2024] [added: 2025] and December 31, [removed: 2023,] [added: 2024,] respectively | | | — | | | | | | — | | |

| Common stock, $0.00001 par value; 200,000,000 shares authorized, [removed: 96,839,558] [added: 100,444,971] shares issued and [removed: 76,619,331] [added: 80,211,537] shares outstanding as of December 31, [removed: 2024,] [added: 2025,] and 200,000,000 shares authorized, [removed: 95,521,651] [added: 96,839,558] shares issued and [removed: 75,301,424] [added: 76,619,331] shares outstanding as of December 31, [removed: 2023] [added: 2024] | | | 1 | | | | | | 1 | | |

| Additional paid-in capital | | | [removed: 1,689,781] [added: 2,475,035] | | | | | | [removed: 1,347,410] [added: 1,689,781] | | |

[Table o](#i8b52c3cc3ae04ee2a2dd6b15b5581efd_10)[f](#i8b52c3cc3ae04ee2a2dd6b15b5581efd_10) [Contents](#i8b52c3cc3ae04ee2a2dd6b15b5581efd_10)

| Current portion of notes payable, net | | | 80,552 | | | | | | 680,289 | | |

| Total current liabilities | | | 1,470,147 | | | | | | 1,677,875 | | |

[Table o](#i8b52c3cc3ae04ee2a2dd6b15b5581efd_10)[f](#i8b52c3cc3ae04ee2a2dd6b15b5581efd_10) [Contents](#i8b52c3cc3ae04ee2a2dd6b15b5581efd_10)

| Interest income | | | 75,431 | | | | | | 43,693 | | | | | | 49,107 | | |

| Interest expense | | | (94,238) | | | | | | (7,098) | | | | | | (6,995) | | |

| Net income | | | $ | 124,656 | | | | | $ | 377,034 | | | | | $ | 175,783 | |

[Table o](#i8b52c3cc3ae04ee2a2dd6b15b5581efd_10)[f](#i8b52c3cc3ae04ee2a2dd6b15b5581efd_10) [Contents](#i8b52c3cc3ae04ee2a2dd6b15b5581efd_10)

| Stock-based compensation | | | — | | | | | | — | | | | | | 634,231 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 634,231 | | |

| Issuance of replacement awards in connection with acquisitions | | | — | | | | | | — | | | | | | 5,295 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 5,295 | | |

| Induced conversion of convertible debt | | | 1,565,061 | | | | | | — | | | | | | 28,365 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 28,365 | | |

| Tax effect of partial repurchase and induced conversions of convertible debt | | | — | | | | | | — | | | | | | (21,386) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (21,386) | | |

| Conversion of convertible debt and shares received from convertible note hedge, net | | | 167 | | | | | | — | | | | | | 1,258 | | | | | | 13,207 | | | | | | (1,295) | | | | | | — | | | | | | — | | | | | | (37) | | |

| Net income | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 124,656 | | | | | | — | | | | | | 124,656 | | |

| Balance, December 31, 2025 | | | 80,211,537 | | | | | | $ | 1 | | | | | $ | 2,475,035 | | | | | 20,233,434 | | | | | | $ | (157,242) | | | | | $ | 936,670 | | | | | $ | (11,806) | | | | | $ | 3,242,658 | |

[Table o](#i8b52c3cc3ae04ee2a2dd6b15b5581efd_10)[f](#i8b52c3cc3ae04ee2a2dd6b15b5581efd_10) [Contents](#i8b52c3cc3ae04ee2a2dd6b15b5581efd_10)

| Net income | | | $ | 124,656 | | | | | $ | 377,034 | | | | | $ | 175,783 | |

| Debt inducement expense | | | 38,868 | | | | | | — | | | | | | — | | |

| Proceeds from issuance of notes | | | 1,750,000 | | | | | | — | | | | | | — | | |

| Principal payments for conversion of convertible debt | | | (608,890) | | | | | | — | | | | | | — | | |

| Payments to third parties for debt issuance, amendment and repurchase activity | | | (26,994) | | | | | | — | | | | | | — | | |

| Leased assets obtained in exchange for new operating lease liabilities | | | $ | 62,844 | | | | | $ | 14,292 | | | | | $ | 5,927 | |

| Expense for induced conversion of convertible debt, debt offering and revolver modification | | | 43,546 | | | | | | — | | | | | | — | | |

[Table o](#i8b52c3cc3ae04ee2a2dd6b15b5581efd_10)[f](#i8b52c3cc3ae04ee2a2dd6b15b5581efd_10) [Contents](#i8b52c3cc3ae04ee2a2dd6b15b5581efd_10)

Certain amounts in prior periods’ consolidated financial statements have been reclassified to conform to current period presentation.

- recognition and measurement of contingencies.

[Table o](#i8b52c3cc3ae04ee2a2dd6b15b5581efd_10)[f](#i8b52c3cc3ae04ee2a2dd6b15b5581efd_10) [Contents](#i8b52c3cc3ae04ee2a2dd6b15b5581efd_10)

Effective January 1, 2025, we realigned our business into two reportable segments, Connected Devices and Software and Services (the “Segment Realignment”).

Prior to the Segment Realignment, our two reportable segments were TASER and Software and Sensors.

[Table o](#i8b52c3cc3ae04ee2a2dd6b15b5581efd_10)[f](#i8b52c3cc3ae04ee2a2dd6b15b5581efd_10) [Contents](#i8b52c3cc3ae04ee2a2dd6b15b5581efd_10)

We have an investment in marketable equity securities, which is reported at fair value as of each balance sheet date.

Restricted cash is included in prepaid expenses and other current assets on the consolidated balance sheets.

[Table o](#i8b52c3cc3ae04ee2a2dd6b15b5581efd_10)[f](#i8b52c3cc3ae04ee2a2dd6b15b5581efd_10) [Contents](#i8b52c3cc3ae04ee2a2dd6b15b5581efd_10)

[Table o](#i8b52c3cc3ae04ee2a2dd6b15b5581efd_10)[f](#i8b52c3cc3ae04ee2a2dd6b15b5581efd_10) [Contents](#i8b52c3cc3ae04ee2a2dd6b15b5581efd_10)

Revenue Recognition

We derive revenue from two primary sources: (1) SaaS offerings which include digital evidence management, productivity solutions, and real-time operations capabilities, and (2) the sale of devices, accessories, and related extended warranties across our product portfolio, which includes TASER, personal sensors, and platform solutions.

To a lesser extent, we also recognize revenue from training, professional services and other services ancillary to our core offerings.We offer to sell our products and services on a standalone basis, but our customers often prefer to bundle our integrated hardware products and services together in a single transaction that allows them to make payments over a multi-year period.

When partners or vendors are involved in providing goods and services to our customers; we apply the principal versus agent guidance in ASC 606 to determine if we are the principal or an agent to the transaction.

When we control the specified goods or services before they are transferred to our customer, we report revenue gross, as principal.

If we do not control the goods or services before they are transferred to our customer, revenue is reported net of the fees paid to the other party, as agent.

| Total current liabilities | | | 997,586 | | | | | | 761,539 | | |

| Convertible notes, net | | | 680,289 | | | | | | 677,113 | | |

(in thousands, except per share data)

| Interest income, net | | | 36,595 | | | | | | 42,112 | | | | | | 4,294 | | |

| Balance, December 31, 2021 | | | 70,896,856 | | | | | | $ | 1 | | | | | $ | 1,095,229 | | | | | 20,220,227 | | | | | | $ | (155,947) | | | | | $ | 112,267 | | | | | $ | (1,317) | | | | | $ | 1,050,233 | |

| Issuance of common stock for business combination contingent consideration | | | 10,945 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |

| Purchase of convertible note hedge | | | — | | | | | | — | | | | | | (194,994) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (194,994) | | |

| Issuance of warrants | | | — | | | | | | — | | | | | | 124,269 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 124,269 | | |

| Net income | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 146,930 | | | | | | — | | | | | | 146,930 | | |

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

| Net proceeds from issuance of convertible senior notes | | | — | | | | | | — | | | | | | 673,769 | | |

| Proceeds from issuance of warrants | | | — | | | | | | — | | | | | | 124,269 | | |

| Purchase of convertible note hedge | | | — | | | | | | — | | | | | | (194,994) | | |

| Non-cash equity issuances related to business combinations | | | 2,871 | | | | | | — | | | | | | — | | |

- recognition and measurement of contingencies and accrued litigation expense.

Revision of Previously Issued Financial Statements

In preparing the condensed consolidated financial statements as of September 30, 2024, we identified errors in our previously issued financial statements related to our historical conclusions of principal vs. agent accounting of certain reseller arrangements under ASC 606.

The identified errors impacted our previously issued 2021 and 2022 annual financial statements, 2023 quarterly and annual financial statements, and 2024 quarterly financial statements through June 30, 2024.

We have made adjustments to correct the prior period amounts presented in these financial statements accordingly.

Furthermore, we have made adjustments to correct for other previously identified immaterial errors.

We assessed the materiality of the errors on prior period consolidated financial statements in accordance with SEC Staff Accounting Bulletin No. 99, "Materiality," codified in ASC 250, Accounting Changes and Error Corrections.

Based on this assessment, we concluded that the error correction is not material to any previously issued interim or annual financial statements on either a quantitative or qualitative basis.

A summary of the revisions to the previously reported financial information is included in Note 23 and Note 24.

Out of Period Adjustment

During the 2024 year-end close process, we identified immaterial errors in our previously issued financial statements related to accounting for certain contract terms and conditions in accordance with ASC 606.

We assessed the materiality of the errors in combination with the errors described above on prior period consolidated financial statements in accordance with SEC Staff Accounting Bulletin No. 99, “Materiality,” codified in ASC Topic 250, Accounting Changes and Error Corrections and concluded that the errors are not material, individually and in the aggregate, to any previously issued financial statements and that the correction of this misstatement in 2024 was also not material to the current fiscal year on either a quantitative or qualitative basis.

We corrected these errors as an out of period adjustment during the year ended December 31, 2024 with a decrease to revenue of $3.3 million and a decrease to net income of $2.3 million.

These errors originated in prior years and were immaterial to each respective prior period.

We may source from other countries as well.

Although we currently obtain components from single source suppliers, we own substantially all injection-molded component tooling, designs and test fixtures used in production for all custom components.

As a result, we believe we could obtain alternative suppliers in most cases.

Our operations comprise two reportable segments: the development, manufacture and sale of fully integrated hardware and cloud-based software solutions that enable law enforcement to capture, securely store, manage, share and analyze video and other digital evidence (collectively, the ‘Software and Sensors” segment); and the manufacture and sale of CEDs, batteries, accessories, extended warranties and other products and services (collectively, the “TASER” segment).

In both segments, we report sales of products and services.

Service revenue in both segments includes sales related to Axon Evidence.

In the Software and Sensors segment, service revenue also includes other recurring cloud-hosted software revenue and related professional services.

Collectively, this revenue is sometimes referred to as “Axon Cloud revenue.”

Furthermore, there are no inter-segment sales.

Each of the aforementioned components of our segment measure of profit and loss, adjusted gross margin, are included within other

segment items.

Attached as exhibits to this [added: Annual Report on] Form 10-K are certifications of the Chief Executive Officer (as the principal executive officer) and Chief Financial Officer (as the principal financial and accounting officer), which are required in accordance with Rule 13a-14 of the Exchange Act.

This section includes information concerning the controls and controls [removed: evaluation] [added: evaluations] referred to in the certifications.

This section should be read in conjunction with the certifications [removed: and the PricewaterhouseCoopers LLP audit report] for a more complete understanding of the topics presented.

PricewaterhouseCoopers LLP has independently [removed: assessed] [added: audited] the effectiveness of our internal control over financial reporting as of December 31, [removed: 2024] [added: 2025] and its report is included in Item 8 of this [removed: Form 10-K.][added: Annual Report.]

Our Chief Executive Officer and Chief Financial Officer are responsible for the evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of December 31, [removed: 2024,] [added: 2025,] the end of the period covered by this Annual Report on Form 10-K.

Based on this evaluation, our Chief Executive Officer and our Chief Financial Officer have concluded that our disclosure controls and procedures were not effective as of December 31, [removed: 2024,] [added: 2025,] as a result of the material weakness in internal control over financial reporting discussed below.

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

Management has assessed the effectiveness of our internal control over financial reporting as of December 31, [removed: 2024] [added: 2025] based on criteria established in [removed: Internal] [added: *Internal] Control - Integrated Framework [removed: (2013)] [added: (2013)*] issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

Based on this evaluation, management concluded that the Company's internal control over financial reporting was not effective as of December 31, [removed: 2024] [added: 2025] as a result of the material weakness described below.

This material weakness resulted in immaterial errors related to revenue, related contract assets and liabilities, and the remaining performance obligations disclosure as of and for each of the interim and annual periods during [removed: 2022,] 2023 and 2024.

Our independent registered public accounting firm, PricewaterhouseCoopers LLP, has audited the effectiveness of the Company’s internal control over financial reporting as of December 31, [removed: 2024] [added: 2025] as stated in their report which appears in Item 8 of this [removed: Form 10-K.][added: Annual Report.]

[removed: There have been no] [added: The remediation efforts described above are] changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal quarter ended December 31, [removed: 2024,] [added: 2025,] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

[Table o](#i8b52c3cc3ae04ee2a2dd6b15b5581efd_10)[f](#i8b52c3cc3ae04ee2a2dd6b15b5581efd_10) [Contents](#i8b52c3cc3ae04ee2a2dd6b15b5581efd_10)

Remediation Efforts to Address the Material Weakness

In relation to the material weakness, management, with oversight from the Company’s Audit Committee, continued to execute the remediation plan as disclosed in Part II, Item 9A of our amended 2024 Annual Report on Form 10-K/A.

During the fourth quarter of 2025, we completed the design and implementation of control activities to i) periodically assess our revenue accounting policies, ii) make updates to the policies to reflect changes in product offerings or terms and conditions of the arrangements with customers, and iii) monitor and appropriately account for our existing and new revenue streams.

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

[Table o](#i8b52c3cc3ae04ee2a2dd6b15b5581efd_10)[f](#i8b52c3cc3ae04ee2a2dd6b15b5581efd_10) [Contents](#i8b52c3cc3ae04ee2a2dd6b15b5581efd_10)

Remediation Plan

In relation to the material weakness, management, with oversight from the Company’s Audit Committee, is in the process of developing and implementing remediation plans in response to the identified material weakness described above.

Specifically, the Company is in the process of designing and implementing control activities to ensure there is the appropriate periodic assessment of its revenue accounting policies, and that updates to the polices are made to reflect changes in product offerings or terms and conditions of the arrangements with customers.

Additionally, the Company is designing and implementing additional monitoring controls for its existing and new revenue streams.

This material weakness will not be considered remediated until the applicable controls operate for a sufficient period of time for management to conclude, through testing, that such controls are operating effectively.

Management is committed to the remediation of the material weakness described above, as well as the continued improvement of our internal controls and will continue to review, optimize and enhance financial reporting controls and procedures.

The table below describes the contracts, instructions or written plans for the purchase or sale of securities adopted or terminated by our directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) during the three months ended December 31, [removed: 2024,] [added: 2025,] that are intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

| Name and Title | | | [added: | | |] Action | | | [added: | | |] Date of [removed: Adoption or Termination] [added: Adoption] | | | | | | Expiration Date | | | | | | Aggregate Number of Securities to be Sold | | | [added: | | | | | |]

| Jeri Williams, *Director* | | | [removed: Adoption] | | | [removed: December 10, 2024] [added: Adoption] | | | | | | December [removed: 31,] [added: 8,] 2025 | | | | | | [removed: 964] [added: June 5, 2026] | | | [added: | | | 380 | | | | | | | | |]

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Julie Cullivan, *Director* | | | | | | Adoption | | | | | | November 14, 2025 | | | | | | June 30, 2026 | | | | | | 1,187 | | | | | | | | |

| Cameron Brooks, *Chief Revenue Officer* | | | | | | Adoption | | | | | | December 8, 2025 | | | | | | December 31, 2026 | | | | | | 7,944 | | | | | | (1) | | |

| Joshua Isner, *President* | | | | | | Adoption | | | | | | December 17, 2025 | | | | | | December 31, 2026 | | | | | | 52,480 | | | | | | (1) | | |

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

(1)Reflects the maximum number of shares to be sold, excluding the effect of shares withheld for taxes

| | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Patrick W. Smith, *Chief Executive Officer* | | | Termination(1) | | | December 12, 2024 | | | | | | December 31, 2025 | | | | | | 789,071 | | |

| Patrick W. Smith, *Chief Executive Officer* | | | Adoption | | | December 15, 2024 | | | | | | October 20, 2028 | | | | | | 150,000 | | |

(1)Trading arrangement was originally adopted on May 24, 2024

Appointment of Principal Accounting Officer

We are providing the following disclosure in lieu of filing a Current Report on Form 8-K relating to Item 5.02 (Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers).

On February 27, 2025, the Board of Directors approved the appointment of Jennifer Mak, the Company’s Chief Accounting Officer, to serve as the Company’s principal accounting officer effective as of April 1, 2025.

Brittany Bagley, Chief Operating Officer and Chief Financial Officer, currently serves as both the Company’s principal financial officer and principal accounting officer, will continue to serve as the Company’s principal accounting officer through March 31, 2025 and will continue to serve as the Company’s principal financial officer on an ongoing basis.

Ms. Mak, age 50, joined the Company on September 25, 2023 and has served as the Chief Accounting Officer since that time.

Previously, Ms. Mak served at MSCI Inc., as Global Controller and Head of Finance Operations from July 2018 through September 2023.

Prior to that, Ms. Mak served at Honeywell International Inc. (“Honeywell”), as Vice President and Controller from April 2016 to June 2018, and as Controller of the Performance Materials and Technologies segment from April 2014 to April 2016.

She joined Honeywell in 2010 and served as Assistant Controller of Honeywell from 2011.

Ms. Mak earned her Bachelor of Science degree in Accountancy from the University of Illinois at Urbana-Champaign, IL.

Ms. Mak received total cash compensation of $402,195 in her position at the Company from January 1, 2025 through February 28, 2025 consisting of base salary and annual bonus award under the Company’s annual cash incentive plan.

Ms. Mak received the following compensation and benefits in her position at the Company in 2024: (a) total cash compensation of $579,306 inclusive of base salary, an annual bonus award under the Company’s annual cash incentive plan, and reimbursement of certain expenses, (b) 3,532 shares of RSUs, subject to continued service through each vesting date, and (c) 27,344 shares of PSUs as part of our 2024 Employee eXponential Stock Plan.

In connection with her appointment as the Company’s principal accounting officer, Ms. Mak will continue receiving a base salary, and be eligible to participate in the Company’s annual incentive compensation plans and long-term incentive plans and receive restricted stock unit awards under the Company’s 2024 Employee eXponential Stock Plan and the Company’s Amended and Restated 2022 Stock Incentive Plan, at levels commensurate with other similarly situated persons at the Company.

Other than such compensation arrangements, Ms. Mak has no interest in any transactions that would require disclosure pursuant to Item 404(a) of Regulation S-K.

The selection of Ms. Mak to serve as the Company’s principal accounting officer was not made pursuant to any arrangement or understanding with respect to any other person.

There are no family relationships, as defined in Item 401 of Regulation S-K, between Ms. Mak and any of the Company’s directors or executive officers.

The information required to be disclosed by this item is incorporated herein by reference to our definitive proxy statement for the [removed: 2025] [added: 2026] Annual Meeting of Shareholders (the [removed: “2025] [added: “2026] Proxy Statement”), which we expect to file with the SEC within 120 days after the end of our fiscal year ended December 31, [removed: 2024.][added: 2025.]

The foregoing summary of our insider trading policies and procedures does not purport to be complete and is qualified by reference to our Insider Trading Policy [removed: filed as an exhibit] [added: incorporated herein by reference] to [removed: this] [added: Exhibit 19.1 to the original 2024] Annual Report on Form [removed: 10-K.][added: 10-K for the year ended December 31, 2024, filed with the SEC on February 28, 2025.]