Item 1. Financial Statements
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Item 1. Financial Statements
AXON ENTERPRISE, INC.
CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)
| September 30, 2025 | December 31, 2024 | ||||||||||
| (Unaudited) | |||||||||||
| ASSETS | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | 1,423,871 | $ | 454,844 | |||||||
| Short-term investments | 952,786 | 333,235 | |||||||||
| Marketable securities | 68,179 | 198,270 | |||||||||
| Accounts and notes receivable, net of allowance of $3,237 and $3,322 as of September 30, 2025 and December 31, 2024, respectively | 700,742 | 547,572 | |||||||||
| Contract assets, net | 537,198 | 367,929 | |||||||||
| Inventory | 317,513 | 265,316 | |||||||||
| Prepaid expenses and other current assets | 216,447 | 130,315 | |||||||||
| Total current assets | 4,216,736 | 2,297,481 | |||||||||
| Property and equipment, net | 283,208 | 247,324 | |||||||||
| Deferred tax assets, net | 344,803 | 304,282 | |||||||||
| Intangible assets, net | 159,048 | 175,157 | |||||||||
| Goodwill | 773,386 | 756,838 | |||||||||
| Long-term notes receivable, net | 2,893 | 3,460 | |||||||||
| Long-term contract assets, net | 163,956 | 119,876 | |||||||||
| Strategic investments | 386,947 | 332,550 | |||||||||
| Other long-term assets | 326,388 | 237,620 | |||||||||
| Total assets | $ | 6,657,365 | $ | 4,474,588 | |||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||||||||
| Current liabilities: | |||||||||||
| Accounts payable | $ | 114,995 | $ | 71,955 | |||||||
| Accrued liabilities | 293,344 | 279,193 | |||||||||
| Current portion of deferred revenue | 639,087 | 612,955 | |||||||||
| Current portion of notes payable, net | 279,560 | 680,289 | |||||||||
| Customer deposits | 15,045 | 20,626 | |||||||||
| Other current liabilities | 7,699 | 12,857 | |||||||||
| Total current liabilities | 1,349,730 | 1,677,875 | |||||||||
| Deferred revenue, net of current portion | 364,519 | 360,685 | |||||||||
| Liability for unrecognized tax benefits | 22,354 | 25,007 | |||||||||
| Long-term deferred compensation | 22,675 | 15,877 | |||||||||
| Long-term lease liabilities | 90,209 | 41,383 | |||||||||
| Long-term notes payable, net | 1,729,366 | — | |||||||||
| Other long-term liabilities | 50,762 | 26,096 | |||||||||
| Total liabilities | 3,629,615 | 2,146,923 | |||||||||
| Commitments and contingencies (Note 14) | |||||||||||
| Stockholders’ equity: | |||||||||||
| Preferred stock, $0.00001 par value; 25,000,000 shares authorized; no shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively | — | — | |||||||||
| Common stock, $0.00001 par value; 200,000,000 shares authorized, 99,111,447 shares issued and 78,891,165 shares outstanding as of September 30, 2025, and 200,000,000 shares authorized, 96,839,558 shares issued and 76,619,331 shares outstanding as of December 31, 2024 | 1 | 1 | |||||||||
| Additional paid-in capital | 2,262,306 | 1,689,781 | |||||||||
| Treasury stock at cost, 20,220,282 shares and 20,220,227 shares as of September 30, 2025 and December 31, 2024, respectively | (155,952) | (155,947) | |||||||||
| Retained earnings | 933,925 | 812,014 | |||||||||
| Accumulated other comprehensive loss | (12,530) | (18,184) | |||||||||
| Total stockholders’ equity | 3,027,750 | 2,327,665 | |||||||||
| Total liabilities and stockholders’ equity | $ | 6,657,365 | $ | 4,474,588 |
The accompanying notes are an integral part of these consolidated financial statements.
AXON ENTERPRISE, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
AND COMPREHENSIVE INCOME (LOSS)
(in thousands, except per share data)
(unaudited)
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Net sales from products | $ | 405,399 | $ | 327,900 | $ | 1,122,655 | $ | 891,087 | |||||||||||||||
| Net sales from services | 305,242 | 216,374 | 860,157 | 616,294 | |||||||||||||||||||
| Net sales | 710,641 | 544,274 | 1,982,812 | 1,507,381 | |||||||||||||||||||
| Cost of product sales | 203,173 | 156,167 | 566,861 | 450,954 | |||||||||||||||||||
| Cost of service sales | 80,120 | 57,360 | 219,121 | 160,896 | |||||||||||||||||||
| Cost of sales | 283,293 | 213,527 | 785,982 | 611,850 | |||||||||||||||||||
| Gross margin | 427,348 | 330,747 | 1,196,830 | 895,531 | |||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||
| Selling, general and administrative | 252,803 | 192,189 | 718,524 | 514,228 | |||||||||||||||||||
| Research and development | 176,674 | 114,477 | 490,264 | 307,008 | |||||||||||||||||||
| Total operating expenses | 429,477 | 306,666 | 1,208,788 | 821,236 | |||||||||||||||||||
| Income (loss) from operations | (2,129) | 24,081 | (11,958) | 74,295 | |||||||||||||||||||
| Interest income | 23,941 | 12,624 | 57,798 | 36,407 | |||||||||||||||||||
| Interest expense | (28,912) | (1,646) | (65,419) | (5,273) | |||||||||||||||||||
| Other income, net | 22,803 | 44,510 | 104,790 | 191,510 | |||||||||||||||||||
| Income before provision for income taxes | 15,703 | 79,569 | 85,211 | 296,939 | |||||||||||||||||||
| Provision for (benefit from) income taxes | 17,889 | 12,544 | (36,700) | 55,089 | |||||||||||||||||||
| Net income (loss) | $ | (2,186) | $ | 67,025 | $ | 121,911 | $ | 241,850 | |||||||||||||||
| Net income (loss) per common and common equivalent shares: | |||||||||||||||||||||||
| Basic | $ | (0.03) | $ | 0.89 | $ | 1.57 | $ | 3.20 | |||||||||||||||
| Diluted | $ | (0.03) | $ | 0.86 | $ | 1.48 | $ | 3.12 | |||||||||||||||
| Weighted average number of common and common equivalent shares outstanding: | |||||||||||||||||||||||
| Basic | 78,416 | 75,697 | 77,774 | 75,543 | |||||||||||||||||||
| Diluted | 78,416 | 78,080 | 82,218 | 77,614 | |||||||||||||||||||
| CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME | |||||||||||||||||||||||
| Net income (loss) | $ | (2,186) | $ | 67,025 | $ | 121,911 | $ | 241,850 | |||||||||||||||
| Foreign currency translation adjustments | (25) | 4,640 | 5,492 | 1,112 | |||||||||||||||||||
| Unrealized gain on available-for-sale investments | 213 | 434 | 162 | 447 | |||||||||||||||||||
| Comprehensive income (loss) | $ | (1,998) | $ | 72,099 | $ | 127,565 | $ | 243,409 |
The accompanying notes are an integral part of these consolidated financial statements.
AXON ENTERPRISE, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(in thousands, except share data)
(unaudited)
| Common Stock | Additional Paid-in Capital | Treasury Stock | Retained Earnings | Accumulated Other Comprehensive Loss | Total Stockholders’ Equity | ||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | ||||||||||||||||||||||||||||||||||||||||||||
| Balance, December 31, 2024 | 76,619,331 | $ | 1 | $ | 1,689,781 | 20,220,227 | $ | (155,947) | $ | 812,014 | $ | (18,184) | $ | 2,327,665 | |||||||||||||||||||||||||||||||||
| Issuance of common stock under employee plans, net | 190,558 | — | (5,035) | — | — | — | — | (5,035) | |||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | 140,239 | — | — | — | — | 140,239 | |||||||||||||||||||||||||||||||||||||||
| Induced conversion of convertible debt | 1,038,259 | — | 20,819 | — | — | — | — | 20,819 | |||||||||||||||||||||||||||||||||||||||
| Tax effect of partial repurchase of convertible debt | — | — | (16,049) | — | — | — | — | (16,049) | |||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | 87,980 | — | 87,980 | |||||||||||||||||||||||||||||||||||||||
| Other comprehensive income, net | — | — | — | — | — | — | 234 | 234 | |||||||||||||||||||||||||||||||||||||||
| Balance, March 31, 2025 | 77,848,148 | $ | 1 | $ | 1,829,755 | 20,220,227 | $ | (155,947) | $ | 899,994 | $ | (17,950) | $ | 2,555,853 | |||||||||||||||||||||||||||||||||
| Issuance of common stock | 250,000 | — | 183,643 | — | — | — | — | 183,643 | |||||||||||||||||||||||||||||||||||||||
| Issuance of common stock under employee plans, net | 404,893 | — | (187,800) | — | — | — | — | (187,800) | |||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | 139,244 | — | — | — | — | 139,244 | |||||||||||||||||||||||||||||||||||||||
| Tax effect of partial repurchase of convertible debt | — | — | 111 | — | — | — | — | 111 | |||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | 36,117 | — | 36,117 | |||||||||||||||||||||||||||||||||||||||
| Other comprehensive income, net | — | — | — | — | — | — | 5,232 | 5,232 | |||||||||||||||||||||||||||||||||||||||
| Balance, June 30, 2025 | 78,503,041 | $ | 1 | $ | 1,964,953 | 20,220,227 | $ | (155,947) | $ | 936,111 | $ | (12,718) | $ | 2,732,400 | |||||||||||||||||||||||||||||||||
| Issuance of common stock | 213,088 | — | 178,498 | — | — | — | — | 178,498 | |||||||||||||||||||||||||||||||||||||||
| Issuance of common stock under employee plans, net | 175,033 | — | (27,305) | — | — | — | — | (27,305) | |||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | 146,152 | — | — | — | — | 146,152 | |||||||||||||||||||||||||||||||||||||||
| Conversion of convertible debt and shares received from convertible note hedge, net | 3 | — | 8 | 55 | (5) | — | — | 3 | |||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | — | (2,186) | — | (2,186) | |||||||||||||||||||||||||||||||||||||||
| Other comprehensive income, net | — | — | — | — | — | — | 188 | 188 | |||||||||||||||||||||||||||||||||||||||
| Balance, September 30, 2025 | 78,891,165 | $ | 1 | $ | 2,262,306 | 20,220,282 | $ | (155,952) | $ | 933,925 | $ | (12,530) | $ | 3,027,750 |
| Common Stock | Additional Paid-in Capital | Treasury Stock | Retained Earnings | Accumulated Other Comprehensive Loss | Total Stockholders’ Equity | ||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | ||||||||||||||||||||||||||||||||||||||||||||
| Balance, December 31, 2023 | 75,301,424 | $ | 1 | $ | 1,347,410 | 20,220,227 | $ | (155,947) | $ | 434,980 | $ | (10,679) | $ | 1,615,765 | |||||||||||||||||||||||||||||||||
| Issuance of common stock under employee plans, net | 164,747 | — | (2,710) | — | — | — | — | (2,710) | |||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | 75,115 | — | — | — | — | 75,115 | |||||||||||||||||||||||||||||||||||||||
| Issuance of replacement awards in connection with acquisitions | — | — | 1,265 | — | — | — | — | 1,265 | |||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | 133,352 | 133,352 | ||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss, net | — | — | — | — | — | — | (907) | (907) | |||||||||||||||||||||||||||||||||||||||
| Balance, March 31, 2024 | 75,466,171 | $ | 1 | $ | 1,421,080 | 20,220,227 | $ | (155,947) | $ | 568,332 | $ | (11,586) | $ | 1,821,880 | |||||||||||||||||||||||||||||||||
| Issuance of common stock under employee plans, net | 107,043 | — | (2,185) | — | — | — | — | (2,185) | |||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | 74,821 | — | — | — | — | 74,821 | |||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | 41,473 | — | 41,473 | |||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss, net | — | — | — | — | — | — | (2,608) | (2,608) | |||||||||||||||||||||||||||||||||||||||
| Balance, June 30, 2024 | 75,573,214 | $ | 1 | $ | 1,493,716 | 20,220,227 | $ | (155,947) | $ | 609,805 | $ | (14,194) | $ | 1,933,381 | |||||||||||||||||||||||||||||||||
| Issuance of common stock under employee plans, net | 160,847 | — | (17,430) | — | — | — | — | (17,430) | |||||||||||||||||||||||||||||||||||||||
| Stock options exercised | 350,118 | — | 10,006 | — | — | — | — | 10,006 | |||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | 101,780 | — | — | — | — | 101,780 | |||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | 67,025 | — | 67,025 | |||||||||||||||||||||||||||||||||||||||
| Other comprehensive income, net | — | — | — | — | — | — | 5,074 | 5,074 | |||||||||||||||||||||||||||||||||||||||
| Balance, September 30, 2024 | 76,084,179 | $ | 1 | $ | 1,588,072 | 20,220,227 | $ | (155,947) | $ | 676,830 | $ | (9,120) | $ | 2,099,836 |
The accompanying notes are an integral part of these consolidated financial statements.
AXON ENTERPRISE, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
| Nine Months Ended September 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| Cash flows from operating activities: | |||||||||||
| Net income | $ | 121,911 | $ | 241,850 | |||||||
| Adjustments to reconcile net income to net cash provided by (used in) operating activities: | |||||||||||
| Stock-based compensation | 425,635 | 251,716 | |||||||||
| Gain on strategic investments and marketable securities, net | (134,647) | (192,158) | |||||||||
| Debt inducement expense | 28,584 | — | |||||||||
| Depreciation and amortization | 56,216 | 30,745 | |||||||||
| Provision for bad debts and inventory | 8,828 | 13,824 | |||||||||
| Deferred income taxes | (53,696) | (27,061) | |||||||||
| Other noncash items | 15,930 | 13,183 | |||||||||
| Change in assets and liabilities: | |||||||||||
| Receivables and contract assets | (366,053) | (226,759) | |||||||||
| Inventory | (58,177) | (11,629) | |||||||||
| Deferred revenue | 21,556 | 56,720 | |||||||||
| Accounts payable, accrued and other liabilities | 44,730 | 10,243 | |||||||||
| Prepaid expenses and other assets | (116,713) | (2,528) | |||||||||
| Net cash provided by (used in) operating activities | (5,896) | 158,146 | |||||||||
| Cash flows from investing activities: | |||||||||||
| Purchases of investments | (2,045,738) | (615,414) | |||||||||
| Business combinations, net of cash acquired | (22,809) | (237,796) | |||||||||
| Proceeds from call, maturity, and sale of investments | 1,644,556 | 858,326 | |||||||||
| Purchases of property and equipment | (74,450) | (53,984) | |||||||||
| Other, net | (49) | 34 | |||||||||
| Net cash used in investing activities | (498,490) | (48,834) | |||||||||
| Cash flows from financing activities: | |||||||||||
| Net proceeds from equity offering | 362,241 | — | |||||||||
| Proceeds from issuance of notes | 1,750,000 | — | |||||||||
| Proceeds from options exercised | — | 9,717 | |||||||||
| Principal payments for conversion of convertible debt | (407,472) | — | |||||||||
| Payments to third-parties for debt issuance, amendment and repurchase activity | (26,888) | — | |||||||||
| Income and payroll tax payments for net-settled stock awards | (209,631) | (22,325) | |||||||||
| Other, net | (226) | — | |||||||||
| Net cash provided by (used in) financing activities | 1,468,024 | (12,608) | |||||||||
| Effect of exchange rate changes on cash and cash equivalents | 5,741 | 75 | |||||||||
| Net increase (decrease) in cash and cash equivalents | 969,379 | 96,779 | |||||||||
| Cash and cash equivalents and restricted cash, beginning of period | 466,763 | 600,670 | |||||||||
| Cash and cash equivalents and restricted cash, end of period | $ | 1,436,142 | $ | 697,449 | |||||||
| Supplemental disclosures: | |||||||||||
| Cash and cash equivalents | $ | 1,423,871 | $ | 695,144 | |||||||
| Restricted cash (Note 1) | 12,271 | 2,305 | |||||||||
| Total cash, cash equivalents and restricted cash shown in the statements of cash flows | $ | 1,436,142 | $ | 697,449 | |||||||
| Cash paid for interest | $ | 56,468 | $ | 1,725 | |||||||
| Cash paid for income taxes, net of refunds | $ | 51,608 | $ | 60,670 | |||||||
| Non-cash transactions: | |||||||||||
| Leased assets obtained in exchange for new operating lease liabilities | $ | 51,780 | $ | 11,728 | |||||||
| Expense for induced conversion of convertible debt, debt offering and revolver modification | $ | 31,570 | $ | — | |||||||
| Taxes withheld on stock-based awards included in accrued expenses | $ | 10,510 | $ | — | |||||||
| Property and equipment purchases in accounts payable and accrued liabilities | $ | 3,432 | $ | 10,214 |
The accompanying notes are an integral part of these consolidated financial statements.
Note 1 - Organization and Summary of Significant Accounting Policies
Axon Enterprise, Inc. (“Axon”, the “Company”, “we”, or “us”) is a provider of public safety technology solutions. Our mission is to protect life in service of promoting peace, justice and strong institutions.
The accompanying unaudited consolidated financial statements include the accounts of Axon Enterprise, Inc. and our subsidiaries. All intercompany accounts, transactions and profits have been eliminated.
Basis of Presentation and Use of Estimates
These unaudited consolidated financial statements have been prepared pursuant to the rules and regulations of the SEC. Certain information related to our organization, significant accounting policies and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) has been condensed or omitted. The accounting policies followed in the preparation of these unaudited consolidated financial statements are consistent with those followed in our consolidated financial statements for the year ended December 31, 2024, as filed on our amended 2024 Annual Report on Form 10-K/A. In the opinion of management, these unaudited consolidated financial statements contain all material adjustments, consisting only of normal recurring adjustments, necessary to fairly state our financial position, results of operations and cash flows for the periods presented and the presentations and disclosures herein are adequate when read in conjunction with the financial statements included in our amended 2024 Annual Report on Form 10-K/A for the year ended December 31, 2024. Certain amounts in prior periods’ consolidated financial statements have been reclassified to conform to current period presentation.
Our results of operations for the three and nine months ended September 30, 2025 are not necessarily indicative of the results to be expected for the full year (or any other period). The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses, and the related disclosures at the date of the financial statements and during the reporting period. We believe the estimates used in the preparation of these unaudited consolidated financial statements are reasonable; however, actual results could differ materially from those estimates.
Concentration of Credit Risk
Financial instruments that potentially subject us to concentrations of credit risk consist of accounts and notes receivable, contract assets and cash. Historically, we have experienced an immaterial level of write-offs related to uncollectible accounts.
We hold the majority of our cash and cash equivalents accounts at three depository institutions. As of September 30, 2025, the aggregate balances in such accounts were $1.3 billion. Our balances with these and other institutions regularly exceed Federal Deposit Insurance Corporation insured limits for domestic deposits and various deposit insurance programs in countries such as Australia, Belgium, Canada, Finland, France, Germany, Greece, India, Italy, the Netherlands, Spain, the United Kingdom and Vietnam. To manage the related credit exposure, management continually monitors the creditworthiness of the financial institutions where we have deposits.
Major Customers / Suppliers
For the three and nine months ended September 30, 2025 and 2024, no customer represented more than 10% of total net sales. At September 30, 2025 and December 31, 2024, no customer represented more than 10% of the aggregate balance of accounts and notes receivable and contract assets. For additional details, refer to Note 2.
We currently purchase both off-the-shelf and custom components, including finished circuit boards, injection-molded plastic components, small machined parts, custom cartridge components, electronic components and sub-assemblies from suppliers located in the United States, Taiwan, Mexico, China, Germany and the Republic of Korea, among others. 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. We acquire most of our components on a purchase order basis and do not currently have significant long-term purchase contracts with most component suppliers.
Segment Information
As previously disclosed within our Quarterly Report on Form 10-Q for the three months ended March 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 three and nine months ended September 30, 2024 to conform to the new presentation.
Reportable segments are determined based on discrete financial information provided to our Chief Executive Officer who is our chief operating decision maker (“CODM”). In deciding how to allocate resources and assess performance, the CODM reviews adjusted gross margin by segment to evaluate segment profitability, identify cost trends and make operational decisions to support our segments. Accordingly, the segment measure of profit and loss used by the CODM is adjusted gross margin, defined as gross margin before stock-based compensation expense, amortization of acquired intangible assets, inventory step-up amortization related to acquisitions, and payroll taxes related to the Axon Enterprise, Inc. 2024 Employee eXponential Stock Plan vesting (the “2024 Employee XSP”). For additional details, refer to Note 16.
In addition, the CODM reviews consolidated financials and revenue by major geography and product and service lines. Consolidated financials provide a holistic view of our overall financial health to guide capital allocation and entity-wide decisions. Disaggregated views of revenue by major geography and product line support the evaluation of specific market and product performance to understand customer trends. There are no operating segments that are aggregated, and there are no inter-segment sales. Assets and other expense items, such as research and development and selling, general, and administrative expenses, are not provided to the CODM by segment, as our CODM does not evaluate our operating segments using this discrete information. As such, these items are not relevant to adjusted gross margin leveraged by the CODM to assess segment performance. As a result, they are not disclosed by segment. We perform an analysis of our reportable segments at least annually.
Geographic Information
Most of our sales to international customers are transacted in foreign currencies and are attributed to each country based on the shipping address of the distributor or customer. For the three and nine months ended September 30, 2025 and 2024, no individual country outside the United States represented more than 10% of total net sales. Substantially all of our assets are located in the United States. For additional details, refer to Note 2.
Most of our long-lived assets, including property, plant and equipment and right-of-use lease assets are located within the United States. International long-lived assets are immaterial. Additionally, the majority of our revenues are generated within the United States.
Restricted Cash
Restricted cash balances were $12.3 million and $11.9 million as of September 30, 2025 and December 31, 2024, respectively. This balance is primarily attributable to a $9.7 million payment held in escrow related to the potential construction of our headquarters building in Scottsdale, Arizona. Restricted cash also includes funds held in international bank accounts for various operating and financing activities. As of September 30, 2025, approximately $12.2 million was included in prepaid expenses and other current assets on our consolidated balance sheets, with the remainder in other long-term assets.
Warranty Reserves
We warranty our conducted energy devices (“CEDs”), Axon cameras and other hardware on a limited basis for a period of primarily one year after purchase. Changes in our estimated product warranty liabilities were as follows (in thousands):
| Nine Months Ended September 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| Balance, beginning of period | $ | 8,284 | $ | 7,374 | |||||||
| Utilization of reserve | (6,757) | (5,007) | |||||||||
| Warranty expense | 9,378 | 4,860 | |||||||||
| Balance, end of period | $ | 10,905 | $ | 7,227 |
Income (Loss) per Common Share
Basic income per common share is computed by dividing net income (loss) by the weighted average number of common shares outstanding during the periods presented. Diluted income per share reflects the potential dilution from outstanding stock-based awards, our 2027 Notes, and warrants to acquire shares of our common stock (the “Warrants” or “2027 Warrants”). The effects of outstanding stock-based awards, our 2027 Notes, and our 2027 Warrants are excluded from the computation of diluted net income (loss) per share in periods in which the effect would be antidilutive. For additional information regarding our 2027 Notes and 2027 Warrants, refer to Note 10.
The calculation of the weighted average number of shares outstanding and earnings per share is as follows (in thousands except per share data):
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Numerator for basic and diluted earnings per share: | |||||||||||||||||||||||
| Net income (loss) | $ | (2,186) | $ | 67,025 | $ | 121,911 | $ | 241,850 | |||||||||||||||
| Denominator: | |||||||||||||||||||||||
| Weighted average shares outstanding | 78,416 | 75,697 | 77,774 | 75,543 | |||||||||||||||||||
| Dilutive effect of stock-based awards | — | 1,317 | 1,846 | 1,298 | |||||||||||||||||||
| Dilutive effect of 2027 Notes (1) | — | 1,015 | 1,092 | 773 | |||||||||||||||||||
| Dilutive effect of 2027 Warrants | — | 51 | 1,506 | — | |||||||||||||||||||
| Diluted weighted average shares outstanding | 78,416 | 78,080 | 82,218 | 77,614 | |||||||||||||||||||
| Net income (loss) per common share: | |||||||||||||||||||||||
| Basic | $ | (0.03) | $ | 0.89 | $ | 1.57 | $ | 3.20 | |||||||||||||||
| Diluted | $ | (0.03) | $ | 0.86 | $ | 1.48 | $ | 3.12 |
(1)For the nine months ended September 30, 2025, the impact of the early repurchase of a portion of the 2027 Notes is weighted based upon the number of days in each corresponding period of time for (a) the period between January 1, 2025 and the closing date of the repurchase, which includes the total amount of shares issuable upon a conversion of all of the 2027 Notes; and (b) subsequent to the closing date of the repurchase through September 30, 2025, which includes the amount of shares issuable upon a conversion of the 2027 Notes that remain outstanding after the early repurchase. Refer to Note 10 for additional details.
Potentially dilutive securities that are not included in the calculation of diluted net income (loss) per share because doing so would be antidilutive are as follows (in thousands):
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Stock-based awards | 5,138 | 4,574 | 3,299 | 4,620 | |||||||||||||||||||
| 2027 Notes | 1,235 | 2,002 | 401 | 2,244 | |||||||||||||||||||
| 2027 Warrants | 3,017 | 2,966 | 1,511 | 3,017 | |||||||||||||||||||
| Total potentially dilutive securities | 9,390 | 9,542 | 5,211 | 9,881 |
Accounting Guidance and Disclosure Rules - Recently Adopted
In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2024-04, Debt (Topic 470): Debt with Conversion and Other Options. ASU 2024-04 clarifies the assessment of whether certain transactions should be accounted for as an induced conversion or debt extinguishment. The provisions of ASU 2024-04 are effective for our Annual Report on Form 10-K for the year ending December 31, 2026, with early adoption permitted. We elected to early adopt ASU 2024-04 in the first quarter of 2025 and applied the standard when assessing the accounting treatment for our convertible debt repurchase. For additional details, refer to Note 10.
Accounting Guidance and Disclosure Rules - Not Yet Adopted
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. ASU 2023-09 is intended to enhance the transparency and decision usefulness of income tax disclosures by requiring (1) consistent categories and additional disaggregation of information in the effective tax rate reconciliation, and (2) income taxes paid disaggregated by jurisdiction. We plan to adopt ASU 2023-09 on a prospective basis for our Annual Report on Form 10-K for the year ending December 31, 2025. The adoption of this standard is not expected to have a material impact on our consolidated financial statements.
In November 2024, the FASB issued ASU 2024-03, Income Statement (Topic 220): Reporting Comprehensive Income - Expense Disaggregation Disclosures. ASU 2024-03 is intended to enhance the level of detail disclosed related to expense categories and provide additional disclosure of expenses by nature. The provisions of ASU 2024-03 are effective for our Annual Report on Form 10-K for the year ending December 31, 2027, with early adoption permitted. We are currently evaluating the impact of this update on our consolidated financial statements.
In July 2025, the FASB issued ASU 2025‑05, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. ASU 2025‑05 is intended to provide a practical expedient for estimating expected credit losses on current trade receivables and current contract assets. The provisions of ASU 2025‑05 are effective for annual periods beginning after December 15, 2025, with early adoption permitted. The adoption of this standard is not expected to have a material impact on our consolidated financial statements.
In September 2025, the FASB issued ASU 2025‑06 Intangibles - Goodwill and Other - Internal‑Use Software (Sub-topic 350-40): Targeted Improvements to the Accounting for Internal‑Use Software. ASU 2025‑06 is intended to modernize the internal‑use software model primarily by removing software development stages and introducing a “probable-to-complete recognition threshold”. The provisions of ASU 2025‑06 are effective for annual periods beginning after December 15, 2027, with early adoption permitted. Entities may apply the guidance prospectively, retrospectively, or using a modified prospective approach. We are currently evaluating the impact of this update on our consolidated financial statements.
Note 2 - Revenues
Nature of Products and Services
The following tables present our revenues by primary product and service offering and reportable segment (in thousands). All periods presented reflect the impact of the Segment Realignment discussed in Note 1.
| Three Months Ended September 30, 2025 | Three Months Ended September 30, 2024 | ||||||||||||||||||||||||||||||||||
| Connected Devices | Software and Services | Total | Connected Devices | Software and Services | Total | ||||||||||||||||||||||||||||||
| TASER (1) | $ | 237,950 | $ | — | $ | 237,950 | $ | 203,612 | $ | — | $ | 203,612 | |||||||||||||||||||||||
| Personal Sensors (2) | 106,677 | — | 106,677 | 88,660 | — | 88,660 | |||||||||||||||||||||||||||||
| Platform Solutions (3) | 60,772 | — | 60,772 | 35,628 | — | 35,628 | |||||||||||||||||||||||||||||
| Software and Services | — | 305,242 | 305,242 | — | 216,374 | 216,374 | |||||||||||||||||||||||||||||
| Total | $ | 405,399 | $ | 305,242 | $ | 710,641 | $ | 327,900 | $ | 216,374 | $ | 544,274 |
| Nine Months Ended September 30, 2025 | Nine Months Ended September 30, 2024 | ||||||||||||||||||||||||||||||||||
| Connected Devices | Software and Services | Total | Connected Devices | Software and Services | Total | ||||||||||||||||||||||||||||||
| TASER (1) | $ | 649,679 | $ | — | $ | 649,679 | $ | 549,759 | $ | — | $ | 549,759 | |||||||||||||||||||||||
| Personal Sensors (2) | 287,901 | — | 287,901 | 231,773 | — | 231,773 | |||||||||||||||||||||||||||||
| Platform Solutions (3) | 185,075 | — | 185,075 | 109,555 | — | 109,555 | |||||||||||||||||||||||||||||
| Software and Services | — | 860,157 | 860,157 | — | 616,294 | 616,294 | |||||||||||||||||||||||||||||
| Total | $ | 1,122,655 | $ | 860,157 | 1,982,812 | $ | 891,087 | $ | 616,294 | $ | 1,507,381 |
(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 interview room, fleet in-car video, fixed cameras, drones and counter-drone equipment, virtual reality training hardware, and related extended warranties.
The following table presents our revenues disaggregated by geography (dollars in thousands):
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||||||||||||||||||||||||
| United States | $ | 593,939 | 84 | % | $ | 482,596 | 89 | % | $ | 1,660,695 | 84 | % | $ | 1,298,775 | 86 | % | |||||||||||||||||||||||||||||||
| Other countries | 116,702 | 16 | 61,678 | 11 | 322,117 | 16 | 208,606 | 14 | |||||||||||||||||||||||||||||||||||||||
| Total | $ | 710,641 | 100 | % | $ | 544,274 | 100 | % | $ | 1,982,812 | 100 | % | $ | 1,507,381 | 100 | % |
Contract Balances
The following table presents our contract assets, contract liabilities and certain information related to these balances as of and for the nine months ended September 30, 2025 and year ended December 31, 2024 (in thousands):
| September 30, 2025 | December 31, 2024 | ||||||||||
| Contract assets, net | $ | 701,154 | $ | 487,805 | |||||||
| Contract liabilities (deferred revenue) | 1,003,606 | 973,640 |
During the nine months ended September 30, 2025 and 2024, we recognized revenue of $590.3 million and $432.4 million, respectively, from the beginning contract liabilities balance as of December 31, 2024 and 2023, respectively.
Remaining Performance Obligations
As of September 30, 2025, we had approximately $8.1 billion of remaining performance obligations, which included both recognized contract liabilities as well as amounts that will be invoiced and recognized in future periods. The remaining performance obligations are limited only to arrangements that meet the definition of a contract under ASC 606 as of September 30, 2025. We currently expect to recognize approximately 20% - 25% of this balance over the next 12 months, and expect the remainder to be recognized over the following ten years, subject to risks related to delayed deployments, budget appropriation or other contract cancellation clauses.
Note 3 - Cash, Cash Equivalents and Investments
The following tables summarize our cash, cash equivalents, marketable securities and available-for-sale debt investments at September 30, 2025 and December 31, 2024 (in thousands):
| As of September 30, 2025 | ||||||||||||||||||||||||||||||||||||||||||||
| Amortized Cost | Gross Unrealized Gains | Gross Unrealized Losses | Fair Value | Cash and Cash Equivalents | Marketable Securities | Short-Term Investments | ||||||||||||||||||||||||||||||||||||||
| Cash | $ | 878,921 | $ | — | $ | — | $ | 878,921 | $ | 878,921 | $ | — | $ | — | ||||||||||||||||||||||||||||||
| Level 1: | ||||||||||||||||||||||||||||||||||||||||||||
| Money market funds | 334,128 | — | — | 334,128 | 334,128 | — | — | |||||||||||||||||||||||||||||||||||||
| U.S. Treasury bills | 213,516 | 69 | — | 213,585 | 151,483 | — | 62,102 | |||||||||||||||||||||||||||||||||||||
| Marketable securities | 36,794 | 31,385 | — | 68,179 | — | 68,179 | — | |||||||||||||||||||||||||||||||||||||
| Agency bonds | 25,911 | 4 | — | 25,915 | — | — | 25,915 | |||||||||||||||||||||||||||||||||||||
| U.S. Government bonds | 6,485 | — | — | 6,485 | — | — | 6,485 | |||||||||||||||||||||||||||||||||||||
| Subtotal | 616,834 | 31,458 | — | 648,292 | 485,611 | 68,179 | 94,502 | |||||||||||||||||||||||||||||||||||||
| Level 2: | ||||||||||||||||||||||||||||||||||||||||||||
| Term deposits | 749,618 | — | — | 749,618 | 59,339 | — | 690,279 | |||||||||||||||||||||||||||||||||||||
| Corporate bonds | 125,936 | 68 | (7) | 125,997 | — | — | 125,997 | |||||||||||||||||||||||||||||||||||||
| Commercial paper | 40,507 | — | — | 40,507 | — | — | 40,507 | |||||||||||||||||||||||||||||||||||||
| Certificates of deposit | 1,500 | 1 | — | 1,501 | — | — | 1,501 | |||||||||||||||||||||||||||||||||||||
| Subtotal | 917,561 | 69 | (7) | 917,623 | 59,339 | — | 858,284 | |||||||||||||||||||||||||||||||||||||
| Total | $ | 2,413,316 | $ | 31,527 | $ | (7) | $ | 2,444,836 | $ | 1,423,871 | $ | 68,179 | $ | 952,786 |
During the three and nine months ended September 30, 2025, proceeds from the sale of available-for-sale securities were $24.0 million. As of September 30, 2025, we had $191.0 million of available-for-sale debt investments with unrealized losses, of which none have been in a continuous unrealized loss position for 12 months or longer. We do not intend to sell the investments and it is not more likely than not that we will be required to sell the investments before recovery of their amortized cost bases.
Acquired common stock is recorded as marketable securities in the consolidated balance sheets and its fair value is adjusted every reporting period. Changes in fair value are recorded in the consolidated statements of operations and comprehensive income (loss) as unrealized gain (or loss) on marketable securities, which is included in other income, net. During the three and nine months ended September 30, 2025, net proceeds from the sales of marketable securities were $84.1 million, representing a $30.9 million net realized gain from the time of purchase. During the three and nine months ended September 30, 2025, net losses of $1.0 million and $33.1 million were recognized for securities sold in the period, respectively, within other income, net in the consolidated statements of operations and comprehensive income (loss). During the three and nine months ended September 30, 2025, we recorded an unrealized gain of $9.3 million and an unrealized loss of $12.9 million on marketable securities still held as of the reporting date, respectively. We recorded an unrealized gain on marketable securities of $44.0 million and $73.6 million, respectively, for the same periods in the prior year.
| As of December 31, 2024 | ||||||||||||||||||||||||||||||||||||||||||||
| Amortized Cost | Gross Unrealized Gains | Gross Unrealized Losses | Fair Value | Cash and Cash Equivalents | Marketable Securities | Short-Term Investments | ||||||||||||||||||||||||||||||||||||||
| Cash | $ | 94,919 | $ | — | $ | — | $ | 94,919 | $ | 94,919 | $ | — | $ | — | ||||||||||||||||||||||||||||||
| Level 1: | ||||||||||||||||||||||||||||||||||||||||||||
| Money market funds | 322,874 | — | — | 322,874 | 322,874 | — | — | |||||||||||||||||||||||||||||||||||||
| Marketable securities | 90,000 | 108,270 | — | 198,270 | — | 198,270 | — | |||||||||||||||||||||||||||||||||||||
| U.S. Government bonds | 75,994 | 7 | (5) | 75,996 | — | — | 75,996 | |||||||||||||||||||||||||||||||||||||
| U.S. Treasury bills | 14,431 | 25 | — | 14,456 | — | — | 14,456 | |||||||||||||||||||||||||||||||||||||
| Agency bonds | 996 | — | — | 996 | — | — | 996 | |||||||||||||||||||||||||||||||||||||
| Subtotal | 504,295 | 108,302 | (5) | 612,592 | 322,874 | 198,270 | 91,448 | |||||||||||||||||||||||||||||||||||||
| Level 2: | ||||||||||||||||||||||||||||||||||||||||||||
| Term deposits | 136,480 | — | — | 136,480 | 11,480 | — | 125,000 | |||||||||||||||||||||||||||||||||||||
| Corporate bonds | 122,018 | 10 | (63) | 121,965 | 24,075 | — | 97,890 | |||||||||||||||||||||||||||||||||||||
| Commercial paper | 20,393 | — | — | 20,393 | 1,496 | — | 18,897 | |||||||||||||||||||||||||||||||||||||
| Subtotal | 278,891 | 10 | (63) | 278,838 | 37,051 | — | 241,787 | |||||||||||||||||||||||||||||||||||||
| Total | $ | 878,105 | $ | 108,312 | $ | (68) | $ | 986,349 | $ | 454,844 | $ | 198,270 | $ | 333,235 |
As of December 31, 2024, we had $136.7 million of available-for-sale investments with unrealized losses, of which none have been in a continuous unrealized loss position for 12 months or longer. We do not intend to sell the investments and it is not more likely than not that we will be required to sell the investments before recovery of their amortized cost bases.
Note 4 - Expected Credit Losses
Accounts and notes receivable and contract assets are presented net of a reserve for expected credit losses. The following table provides a roll-forward of the allowance for expected credit losses. The expected credit losses for receivables are deducted from the amortized cost basis of accounts receivable, contract assets and notes receivable to present the net amount expected to be collected (in thousands):
| Three Months Ended September 30, 2025 | Three Months Ended September 30, 2024 | ||||||||||||||||||||||||||||||||||
| United States | Other countries | Total | United States | Other countries | Total | ||||||||||||||||||||||||||||||
| Balance, beginning of period | $ | 5,506 | $ | 1,112 | $ | 6,618 | $ | 4,961 | $ | 791 | $ | 5,752 | |||||||||||||||||||||||
| Provision for expected credit losses | 628 | 207 | 835 | 615 | (34) | 581 | |||||||||||||||||||||||||||||
| Amounts written off charged against the allowance | (770) | (71) | (841) | (301) | (13) | (314) | |||||||||||||||||||||||||||||
| Other, including foreign currency translation | — | — | — | — | (1) | (1) | |||||||||||||||||||||||||||||
| Balance, end of period | $ | 5,364 | $ | 1,248 | $ | 6,612 | $ | 5,275 | $ | 743 | $ | 6,018 |
| Nine Months Ended September 30, 2025 | Nine Months Ended September 30, 2024 | ||||||||||||||||||||||||||||||||||
| United States | Other countries | Total | United States | Other countries | Total | ||||||||||||||||||||||||||||||
| Balance, beginning of period | $ | 4,785 | $ | 824 | $ | 5,609 | $ | 3,369 | $ | 597 | $ | 3,966 | |||||||||||||||||||||||
| Provision for expected credit losses | 4,564 | 682 | 5,246 | 2,606 | 216 | 2,822 | |||||||||||||||||||||||||||||
| Amounts written off charged against the allowance | (3,985) | (258) | (4,243) | (700) | (84) | (784) | |||||||||||||||||||||||||||||
| Other, including foreign currency translation | — | — | — | 14 | 14 | ||||||||||||||||||||||||||||||
| Balance, end of period | $ | 5,364 | $ | 1,248 | $ | 6,612 | $ | 5,275 | $ | 743 | $ | 6,018 |
As of September 30, 2025 and December 31, 2024, the allowance for expected credit losses for each type of customer receivable were as follows (in thousands):
| September 30, 2025 | December 31, 2024 | ||||||||||
| Accounts receivable and notes receivable, current | $ | 3,237 | $ | 3,322 | |||||||
| Contract assets, net | 3,327 | 2,239 | |||||||||
| Long-term notes receivable, net of current portion | 48 | 48 | |||||||||
| Total allowance for expected credit losses on customer receivables | $ | 6,612 | $ | 5,609 |
Note 5 - Inventory
Inventory consisted of the following at September 30, 2025 and December 31, 2024 (in thousands):
| September 30, 2025 | December 31, 2024 | ||||||||||
| Raw materials | $ | 129,703 | $ | 86,840 | |||||||
| Work-in-process | 7,861 | 6,230 | |||||||||
| Finished goods | 179,949 | 172,246 | |||||||||
| Total inventory | $ | 317,513 | $ | 265,316 |
Note 6 – Goodwill and Intangible Assets
The changes in the carrying amount of goodwill for the nine months ended September 30, 2025 were as follows (in thousands):
| Connected Devices | Software and Services | Total | |||||||||||||||
| Balance, beginning of period (1) | $ | 46,674 | $ | 710,164 | $ | 756,838 | |||||||||||
| Goodwill acquired | 4,733 | 15,517 | 20,250 | ||||||||||||||
| Purchase accounting adjustments | (446) | (7,082) | (7,528) | ||||||||||||||
| Foreign currency translation adjustments | 281 | 3,545 | 3,826 | ||||||||||||||
| Balance, end of period | $ | 51,242 | $ | 722,144 | $ | 773,386 |
(1)Due to the Segment Realignment, the beginning goodwill balances have been recast to conform to the new segment presentation. Refer to Note 1 for additional details.
Intangible assets (other than goodwill) consisted of the following at September 30, 2025 and December 31, 2024 (in thousands):
| September 30, 2025 | December 31, 2024 | ||||||||||||||||||||||||||||||||||||||||
| Useful Life | Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | |||||||||||||||||||||||||||||||||||
| Amortizable (definite-lived) intangible assets: | |||||||||||||||||||||||||||||||||||||||||
| Developed technology | 3 ‑ 8 years | $ | 136,972 | $ | (36,884) | $ | 100,088 | $ | 118,322 | $ | (21,337) | $ | 96,985 | ||||||||||||||||||||||||||||
| Customer relationships | 5 ‑ 10 years | 34,027 | (7,663) | 26,364 | 33,223 | (4,716) | 28,507 | ||||||||||||||||||||||||||||||||||
| Issued trademarks | 3 ‑ 23 years | 6,704 | (3,221) | 3,483 | 6,706 | (1,784) | 4,922 | ||||||||||||||||||||||||||||||||||
| Issued patents | 8 ‑ 26 years | 2,990 | (1,552) | 1,438 | 2,931 | (1,470) | 1,461 | ||||||||||||||||||||||||||||||||||
| Domain names | 5 ‑ 10 years | 3,043 | (2,662) | 381 | 3,043 | (2,433) | 610 | ||||||||||||||||||||||||||||||||||
| Total amortizable | 183,736 | (51,982) | 131,754 | 164,225 | (31,740) | 132,485 | |||||||||||||||||||||||||||||||||||
| Non-amortizable (indefinite-lived) intangible assets: | |||||||||||||||||||||||||||||||||||||||||
| In-process research and development (1) | 25,750 | — | 25,750 | 41,000 | — | 41,000 | |||||||||||||||||||||||||||||||||||
| Trademarks | 1,068 | — | 1,068 | 1,068 | — | 1,068 | |||||||||||||||||||||||||||||||||||
| Patents and trademarks pending | 476 | — | 476 | 604 | — | 604 | |||||||||||||||||||||||||||||||||||
| Total non-amortizable | 27,294 | — | 27,294 | 42,672 | — | 42,672 | |||||||||||||||||||||||||||||||||||
| Total intangible assets | $ | 211,030 | $ | (51,982) | $ | 159,048 | $ | 206,897 | $ | (31,740) | $ | 175,157 |
(1)Consists of in-process research and development costs pertaining to the acquisition of Dedrone Holdings, Inc. (“Dedrone”). During the nine months ended September 30, 2025, approximately $15.3 million has been placed into service.
Amortization expense of intangible assets for the three and nine months ended September 30, 2025 was $6.9 million and $20.2 million, respectively. Amortization expense of intangible assets for the three and nine months ended September 30, 2024 was $3.8 million and $10.7 million, respectively. Estimated amortization for intangible assets with definite lives for the remaining three months of 2025, the next five years ended December 31, and thereafter, is as follows (in thousands):
| 2025 remaining | $ | 7,048 | |||
| 2026 | 28,179 | ||||
| 2027 | 26,946 | ||||
| 2028 | 24,714 | ||||
| 2029 | 22,366 | ||||
| 2030 | 13,377 | ||||
| Thereafter | 9,124 | ||||
| Total | $ | 131,754 |
Note 7 - Strategic Investments
Strategic investments include equity and debt investments in a number of non-public technology driven companies. We generally account for strategic equity investments under the ASC 321 measurement alternative for equity securities without readily determinable fair values, as there are no quoted market prices for the equity investments. The equity investments are measured at cost less impairment, adjusted for observable price changes and are assessed for impairment whenever events or changes in circumstances indicate that the fair value may be less than its carrying value. For the debt security strategic investments, we have elected to account for these investments and the associated embedded derivatives utilizing the fair value option. Unrealized and realized changes in fair value for the entire hybrid instruments are recorded within other income, net in the consolidated statements of operations and comprehensive income (loss).
During the nine months ended September 30, 2025, we closed a series of transactions to acquire additional equity interests in an existing strategic investee for an aggregate amount of $215.1 million.
During the first quarter of 2025, we also recognized a gain of $167.4 million related to an observable price change of a separate existing strategic investee. Furthermore, we entered into a series of transactions to sell certain interests and recognized proceeds from the sales of $340.7 million for the nine months ended September 30, 2025. Previously unrealized gains of $320.8 million were realized from the collective sales, net of $1.3 million of transaction costs.
During the third quarter of 2025, a strategic investee completed a change-of-control transaction resulting in liquidation of the entity and distribution of consideration to its shareholders. In connection with the transaction, we received consideration of $36.9 million. We recognized a gain of $14.6 million from the sale, net of $0.1 million of transaction costs. Previously unrealized gains of $2.6 million were realized as a result of this sale.
The following table presents the carrying value of our strategic investments (in thousands) as of:
| September 30, 2025 | |||||||||||||||||||||||
| Strategic investments | Warrants | Call options | Total | ||||||||||||||||||||
| Equity securities: | |||||||||||||||||||||||
| Non-marketable equity securities | $ | 368,184 | $ | 6,617 | $ | 11,600 | $ | 386,401 | |||||||||||||||
| Debt securities: | |||||||||||||||||||||||
| Non-marketable debt securities | 546 | — | — | 546 | |||||||||||||||||||
| Total strategic investments | $ | 368,730 | $ | 6,617 | $ | 11,600 | $ | 386,947 |
| December 31, 2024 | |||||||||||||||||||||||
| Strategic investments | Warrants | Call options | Total | ||||||||||||||||||||
| Equity securities: | |||||||||||||||||||||||
| Non-marketable equity securities | $ | 319,598 | $ | 4,368 | $ | — | $ | 323,966 | |||||||||||||||
| Debt securities: | |||||||||||||||||||||||
| Non-marketable debt securities | 8,584 | — | — | 8,584 | |||||||||||||||||||
| Total strategic investments | $ | 328,182 | $ | 4,368 | $ | — | $ | 332,550 |
The life to date cumulative upward and downward adjustments to the carrying value of our strategic equity investments accounted for under the ASC 321 measurement alternative and still held as of September 30, 2025 were $10.4 million and $16.3 million, respectively.
The following tables summarize the gains and losses associated with our strategic investments during the three and nine months ended September 30, 2025 and 2024 (in thousands):
| Three Months Ended September 30, 2025 | Three Months Ended September 30, 2024 | ||||||||||||||||||||||||||||||||||||||||||||||
| Strategic Investments | Warrants | Call options | Total | Strategic Investments | Warrants | Call options | Total | ||||||||||||||||||||||||||||||||||||||||
| Realized gains recognized on strategic investments during the period, net | $ | 17,157 | $ | — | $ | — | $ | 17,157 | $ | — | $ | — | $ | — | $ | — | |||||||||||||||||||||||||||||||
| Reversal of prior period cumulative unrealized gains, net, for securities sold during the period | (2,585) | — | — | (2,585) | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
| Unrealized gains on strategic investments still held at the reporting date (1) | 46 | — | — | 46 | 449 | — | — | 449 | |||||||||||||||||||||||||||||||||||||||
| Unrealized losses, including impairments, on strategic investments still held at the reporting date | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
| Gains on strategic investments, net | $ | 14,618 | $ | — | $ | — | $ | 14,618 | $ | 449 | $ | — | $ | — | $ | 449 |
(1)Includes unrealized gains of $0.5 million for the entire hybrid debt security strategic investment instrument of a strategic investee for the three months ended September 30, 2024.
| Nine Months Ended September 30, 2025 | Nine Months Ended September 30, 2024 | ||||||||||||||||||||||||||||||||||||||||||||||
| Strategic Investments | Warrants | Call options | Total | Strategic Investments | Warrants | Call options | Total | ||||||||||||||||||||||||||||||||||||||||
| Realized gains (losses) recognized on strategic investments during the period, net (1) | $ | 337,974 | $ | — | $ | — | $ | 337,974 | $ | 45,162 | $ | — | $ | (2,849) | $ | 42,313 | |||||||||||||||||||||||||||||||
| Reversal of prior period cumulative unrealized gains, net, for securities sold during the period (1) | (161,820) | — | — | (161,820) | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
| Unrealized gains on strategic investments still held at the reporting date (2) | 6,536 | — | — | 6,536 | 75,370 | 855 | — | 76,225 | |||||||||||||||||||||||||||||||||||||||
| Unrealized losses, including impairments, on strategic investments still held at the reporting date | (2,048) | — | — | (2,048) | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
| Gains (losses) on strategic investments, net | $ | 180,642 | $ | — | $ | — | $ | 180,642 | $ | 120,532 | $ | 855 | $ | (2,849) | $ | 118,538 |
(1)Includes realized gains and reversal of prior unrealized gains of $2.6 million and $1.1 million, respectively, for a hybrid debt security strategic investment instrument related to a strategic investee liquidation event for the nine months ended September 30, 2025.
(2)Includes unrealized gains of $0.6 million for the entire hybrid debt security strategic investment instrument of a strategic investee for the nine months ended September 30, 2024.
Note 8 - Variable Interest Entities
We evaluate our investments and other significant relationships to determine whether any investee is a variable interest entity (“VIE”). If we conclude that an investee is a VIE, we evaluate our power to direct the activities of the investee, our obligation to absorb the expected losses of the investee and our right to receive the expected residual returns of the investee to determine whether we are the primary beneficiary of the investee. If we are the primary beneficiary of a VIE, we will consolidate such entity and reflect the non-controlling interest of other beneficiaries of that entity.
We determine whether we are the primary beneficiary of a VIE by performing an analysis that principally considers:
-
The VIE’s purpose, design, and risks the VIE was designed to create and pass through to its variable interest holders;
-
The VIE’s capital structure;
-
The terms between the VIE and its variable interest holders and other parties involved with the VIE; and
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Related party affiliations.
As of September 30, 2025 and December 31, 2024, the unconsolidated non-public VIEs in which we hold variable interests were as follows (in thousands):
| September 30, 2025 | December 31, 2024 | ||||||||||
| Carrying value of variable interest - assets (1) | $ | 3,824 | $ | 25,171 |
(1)Balance reflects the maximum exposure to loss, which is limited to the carrying value of the interest.
The primary purpose of our U.S.-based, unconsolidated VIE investments is to create strategic partnerships with market-leading providers of public safety technology solutions. We present all variable interests in unconsolidated VIEs as strategic investments within the long-term assets section of the consolidated balance sheets.
We have provided financial support to the unconsolidated VIEs in exchange for investments in debt and equity securities as well as warrants or call options that give us the ability to commit additional capital over time. Financial support provided to the unconsolidated VIEs is used to continue to finance their operations.
Note 9 - Accrued Liabilities
Accrued liabilities consisted of the following at September 30, 2025 and December 31, 2024 (in thousands):
| September 30, 2025 | December 31, 2024 | ||||||||||
| Accrued commissions | $ | 57,705 | $ | 88,237 | |||||||
| Accrued bonus | 56,183 | 59,780 | |||||||||
| Accrued salaries and benefits | 34,881 | 25,233 | |||||||||
| Accrued income and other taxes | 21,811 | 27,863 | |||||||||
| Accrued third-party product costs | 21,708 | 6,728 | |||||||||
| Accrued cloud hosting fees | 13,903 | 10,673 | |||||||||
| Accrued inventory in transit | 12,690 | 13,101 | |||||||||
| Accrued warranty expense | 10,905 | 8,284 | |||||||||
| Accrued consulting and IT fees | 7,072 | 7,846 | |||||||||
| Accrued interest | 5,222 | 134 | |||||||||
| Other accrued expenses | 51,264 | 31,314 | |||||||||
| Total accrued liabilities | $ | 293,344 | $ | 279,193 |
Note 10 – Notes Payable, Net
Notes payable, net, consisted of the following (in thousands):
| September 30, 2025 | December 31, 2024 | ||||||||||
| 2030 Notes | $ | 1,000,000 | $ | — | |||||||
| 2033 Notes | 750,000 | — | |||||||||
| 2027 Notes | 282,528 | 690,000 | |||||||||
| Total principal | 2,032,528 | 690,000 | |||||||||
| Unamortized debt issuance costs | (23,602) | (9,711) | |||||||||
| Total carrying amount of notes payable, net | 2,008,926 | 680,289 | |||||||||
| Less: current portion (1) | (279,560) | (680,289) | |||||||||
| Long-term notes payable, net | $ | 1,729,366 | $ | — |
(1)Pursuant to the terms of the 2027 Notes, as of September 30, 2025 and December 31, 2024, the last reported sale price per share of our common stock exceeded 130% of the conversion price for each of at least 20 trading days during the 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter. Therefore, the 2027 Notes, net of unamortized debt issuance costs, were classified as current liabilities within the consolidated balance sheets as of September 30, 2025 and December 31, 2024.
2030 and 2033 Notes
In March 2025, we issued $1.0 billion aggregate principal amount of Senior Notes due 2030 (the “2030 Notes”) and $750.0 million aggregate principal amount of Senior Notes due 2033 (the “2033 Notes” and, together with the 2030 Notes, the “Senior Notes”) in a private offering. The 2030 Notes will mature on March 15, 2030 unless earlier redeemed or repurchased. Interest on the 2030 Notes accrues from March 11, 2025 and is payable semiannually in arrears on March 15 and September 15 of each year, commencing on September 15, 2025, at a rate of 6.125% per year. The 2033 Notes will mature on March 15, 2033 unless earlier redeemed or repurchased. Interest on the 2033 Notes accrues from March 11, 2025 and is payable semiannually in arrears on March 15 and September 15 of each year, commencing on September 15, 2025, at a rate of 6.250% per year. The total combined gross proceeds from the issuance of the Senior Notes, were $1.75 billion, and after deducting initial purchasers’ discounts and commissions and other debt issuance costs of approximately $22.4 million, the total combined net proceeds were approximately $1.73 billion. The effective interest rate for the 2030 Notes and 2033 Notes was 6.42% and 6.45%, respectively, including interest payable and amortization of debt issuance costs.
Each of the series of Senior Notes were issued pursuant to an indenture. Such indentures contain certain restrictions on liens, mergers, consolidations and transfers of all or substantially all of the Company’s assets. Additionally, upon the occurrence of specified change of control triggering events, we will be required to offer to repurchase the Senior Notes at 101% of the principal amount, plus accrued and unpaid interest to the purchase date. The indentures set forth certain events of default after which the Senior Notes may be declared immediately due and payable, as well as certain types of bankruptcy or insolvency events of default after which the Senior Notes become automatically due and payable.
Prior to March 15, 2027, we may redeem the 2030 Notes at our option, in whole or in part at any time, at a redemption price equal to 100% of the principal amount of the 2030 Notes redeemed, plus a “make whole” premium and accrued and unpaid interest, if any. In addition, we may redeem up to 40% of the aggregate principal amount of the 2030 Notes at any time before March 15, 2027, with the net cash proceeds from certain equity offerings at a redemption price equal to 106.125% of the principal amount of the 2030 Notes, plus accrued and unpaid interest, if any. On or after March 15, 2027, we may redeem the 2030 Notes at our option, in whole or in part at any time, at a redemption price equal to the percentage of principal amount set forth below, plus accrued and unpaid interest, if any:
| Year | Percentage | ||||
| 2027 | 103.063 | % | |||
| 2028 | 101.531 | % | |||
| 2029 and thereafter | 100.000 | % |
Prior to March 15, 2028, we may redeem the 2033 Notes at our option, in whole or in part at any time, at a redemption price equal to 100% of the principal amount of the 2033 Notes redeemed, plus a “make whole” premium and accrued and unpaid interest, if any. In addition, we may redeem up to 40% of the aggregate principal amount of the 2033 Notes at any time before March 15, 2028, with the net cash proceeds from certain equity offerings at a redemption price equal to 106.250% of the principal amount of the 2033 Notes, plus accrued and unpaid interest, if any. On or after March 15, 2028, we may redeem the 2033 Notes at our option, in whole or in part at any time, at a redemption price equal to the percentage of principal amount set forth below, plus accrued and unpaid interest, if any:
| Year | Percentage | ||||
| 2028 | 103.125 | % | |||
| 2029 | 101.563 | % | |||
| 2030 and thereafter | 100.000 | % |
Interest expense related to the Senior Notes was as follows (in thousands):
| Three Months Ended | Nine Months Ended | ||||||||||
| September 30, 2025 | September 30, 2025 | ||||||||||
| Contractual interest expense | $ | 27,031 | $ | 60,069 | |||||||
| Amortization of debt issuance costs | 791 | 1,741 | |||||||||
| Total interest expense | $ | 27,822 | $ | 61,810 |
2027 Notes
In December 2022, we issued $690.0 million aggregate principal amount of our Convertible Senior Notes due 2027 (the “2027 Notes”) in a private offering, of which the aggregate principal amount included the exercise in full of the initial purchasers’ option to purchase up to an additional $90.0 million principal amount. The 2027 Notes mature on December 15, 2027 and bear interest at a fixed rate of 0.50% per annum, payable semiannually in arrears on June 15 and December 15 of each year, beginning on June 15, 2023. The total combined gross proceeds from the issuance of the 2027 Notes were $690.0 million, and after deducting initial purchasers’ discounts and commissions and other debt issuance costs of $16.2 million, the total combined net proceeds were approximately $673.8 million. The effective interest rate for the 2027 Notes was 0.99% and included interest payable and amortization of debt issuance costs.
| Maturity Date | Initial Conversion Price per Share | Initial Conversion Rate per $1,000 Par Value | Initial Number of Shares (Prior to Repurchase) | ||||||||||||||||||||
| 2027 Notes | December 15, 2027 | $228.73 | 4.3720 shares | 3,016,680 |
The terms of the 2027 Notes require conversion into cash up to the principal amount, with conversion into common stock, cash, or a combination of cash and common stock, at our option, for any amount in excess of the principal. Any shares issued upon conversion are recorded in stockholders' equity. The 2027 Notes are convertible, in multiples of $1,000 principal amount, at the option of the holders prior to the close of business on the business day immediately preceding September 15, 2027 only under the following circumstances:
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during any calendar quarter commencing after the calendar quarter ending on March 31, 2023 (and only during such fiscal quarter), if the last reported sale price per common stock exceeds 130% of the conversion price for each of at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter;
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any time preceding September 15, 2027, when during the five consecutive business days immediately after any 10 consecutive trading day period (the “Measurement Period”), if the trading price per $1,000 principal amount of 2027 Notes for each trading day of the Measurement Period was less than 98% of the product of the last reported sale price per share of common stock on such trading day and the conversion rate on such trading day;
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upon the occurrence of certain corporate events or distributions on our ordinary shares, as provided in the indenture governing the 2027 Notes;
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if we call the 2027 Notes for redemption; or any time from, and including, September 15, 2027 until the close of business on the second scheduled trading day immediately before the maturity date
If we undergo a fundamental change (as defined in the indenture governing the 2027 Notes), holders may require us to repurchase for cash all or any portion of their 2027 Notes at a fundamental change repurchase price equal to 100% of the principal amount of the 2027 Notes to be repurchased, plus accrued and unpaid interest, if any, up to but excluding the fundamental change repurchase date. In addition, following certain corporate events or if we issue a notice of redemption, it may increase the conversion rate for holders who elect to convert their 2027 Notes in connection with such corporate event or during the relevant redemption period.
On or after December 22, 2025, we may redeem for cash all or any portion of the 2027 Notes in accordance with the optional redemption terms of the convertible debt agreement.
In March 2025, we entered into and closed separate, privately negotiated agreements with certain holders (the “Holders”) of the 2027 Notes to exchange approximately $407.5 million aggregate principal amount of the 2027 Notes for consideration consisting of cash and shares of our common stock that were determined over an averaging period commencing on March 7, 2025 and ending on March 10, 2025 (the “Exchange Transactions”). The consideration transferred to the Holders aggregated to $408.0 million in cash (inclusive of accrued interest and cash paid for fractional shares) and an aggregate of 1,038,259 shares of our common stock. The Exchange Transactions were accounted for as induced conversions, and we recognized an expense of $26.2 million, calculated as of the date the inducement offers were accepted, representing the excess of the equity consideration transferred in the Exchange Transactions over the fair value of securities and other consideration issuable pursuant to the original conversion terms defined in the indenture governing the 2027 Notes. We also recognized approximately $2.5 million of third-party transaction costs which were expensed as a cost of inducement. As a result, we recorded an aggregate of $28.7 million of induced conversion expense within other income, net in the consolidated statements of operations and comprehensive income (loss). As a result of the Exchange Transactions, we recorded $26.1 million in additional paid-in capital and we reclassified $5.3 million of unamortized debt issuance costs into equity as part of the derecognition of the associated net carrying amount of the portion of the 2027 Notes which were exchanged, resulting in a net impact of $20.8 million to equity related to the Exchange Transactions. Following the closing of the Exchange Transactions, we have approximately $282.5 million aggregate principal amount of 2027 Notes outstanding. The effective interest rate for the outstanding 2027 Notes after the Exchange Transactions is 0.98% and includes interest payable and amortization of debt issuance costs. The Exchange Transactions did not impact the Note Hedge or Warrants, which remain outstanding and are discussed in further detail below.
Interest expense related to the 2027 Notes was as follows (in thousands):
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Contractual interest expense | $ | 354 | $ | 862 | $ | 1,487 | $ | 2,588 | |||||||||||||||
| Amortization of debt issuance costs | 332 | 803 | 1,411 | 2,368 | |||||||||||||||||||
| Total interest expense | $ | 686 | $ | 1,665 | $ | 2,898 | $ | 4,956 |
We consider the fair value of each of our outstanding notes payable to be a Level 2 measurement. The estimated fair value at September 30, 2025 and December 31, 2024 is based on the closing trading price of the respective notes payable as of the last day of trading for each period (in millions):
| September 30, 2025 | December 31, 2024 | ||||||||||
| 2027 Notes | $ | 882.0 | $ | 1,798.5 | |||||||
| 2030 Notes | 1,027.5 | — | |||||||||
| 2033 Notes | 775.4 | — |
Convertible Note Hedge
To reduce the impact of potential economic dilution upon conversion of the 2027 Notes, we entered into a convertible note hedge transaction (the “Note Hedge” or “2027 Note Hedge”) with certain investment banks, with respect to our common stock, concurrently with the issuance of the 2027 Notes.
| Purchase Price (in thousands) | Shares Purchased | ||||||||||
| 2027 Note Hedge | $ | 194,994 | 3,016,680 |
The Note Hedge covers shares of our common stock at a strike price per share that corresponds to the initial conversion price of the respective 2027 Notes, subject to adjustment, and is exercisable upon conversion of the 2027 Notes. If exercised, we may elect to receive cash, shares of our common stock, or a combination of cash and shares. Any shares received upon exercise of the options underlying the 2027 Notes are considered treasury stock. We have accounted for the aggregate amount of purchase price for the Note Hedge as a reduction to additional paid-in capital. The Note Hedge will expire upon the maturity of the 2027 Notes. The Note Hedge is intended to reduce the potential economic dilution upon conversion of the 2027 Notes in the event that the market value per share of our common stock at the time of exercise is greater than the conversion price of the 2027 Notes. The Note Hedge is a separate transaction and is not part of the terms of the 2027 Notes. Holders of the 2027 Notes do not have any rights with respect to the Note Hedge. The Note Hedge does not impact earnings per share, as it was entered into to offset any dilution from the 2027 Notes. Considering the impact of any voluntary conversions and concurrent hedge option exercises as of September 30, 2025, 3,016,597 shares remain subject to the Note Hedge.
Convertible Note Warrants
| Proceeds (in thousands) | Shares | Strike Price | First Expiration | ||||||||||||||||||||
| 2027 Warrants | $ | 124,269 | 3,016,680 | $ | 338.86 | March 15, 2028 |
Separately, we entered into warrant transactions with certain investment banks, whereby we sold Warrants to acquire, subject to adjustment, the number of shares of our common stock shown in the table above. If the average market value per share of our common stock exceeds the strike price of the Warrants, such Warrants would have a dilutive effect on our earnings per share to the extent we report net income. According to the terms of the Warrants, the Warrants will be automatically exercised over a 60-trading day period beginning on the first expiration date as set forth above.
Future Maturities of Notes Payable
Maturities of principal amounts of notes payable are as follows for each respective year (in thousands). These maturities do not reflect the impact of any put or conversion provisions associated with certain debt instruments:
| Remainder of 2025 | $ | — | |||
| 2026 | — | ||||
| 2027 (1) | 282,528 | ||||
| 2028 | — | ||||
| 2029 | — | ||||
| 2030 | 1,000,000 | ||||
| After 2030 | 750,000 | ||||
| Total principal | $ | 2,032,528 |
(1)The Notes are contractually due in fiscal year 2027. However, as of December 31, 2024 and September 30, 2025, the Notes were convertible at the option of the holders into cash up to the principal amount, with conversion into common stock, cash, or a combination of cash and common stock, at our option, for any amount in excess of the principal. Therefore, the Notes were classified as current liabilities within our consolidated balance sheets as of December 31, 2024 and September 30, 2025.
Note 11 - Income Taxes
In the third quarter of 2025, we implemented the relevant provisions of the One Big Beautiful Bill Act (“OBBBA”), enacted on July 4, 2025. As a result, we recognized a reduction in our R&D tax credit and we have accelerated the expense recognition of certain previously capitalized R&D costs.
Effective Tax Rate
The overall effective tax rate for the three months ended September 30, 2025 was 113.9%, significantly higher than the federal statutory rate due to lower pre-tax book income in the current period, magnifying the relative impact of permanent and discrete items. A major driver of the increase in rate was the enactment of the OBBBA in the quarter, which resulted in a reduction in our R&D tax credit. The effective tax rate was favorably impacted by a $15.4 million net tax benefit related to stock-based compensation for stock awards that vested during the three months ended September 30, 2025.
By comparison, our overall effective tax rate for the three months ended September 30, 2024 was 15.8%. This rate differed from the federal statutory rate due to the net favorable impacts of stock-based compensation and R&D tax credits. The effective tax rate was favorably impacted by a $5.6 million net tax benefit related to stock-based compensation for stock awards that vested during the three months ended September 30, 2024.
Our overall effective tax rate for the nine months ended September 30, 2025 was (43.1)%. This rate differs from the federal statutory rate due to the net favorable impacts of stock-based compensation and R&D tax credits, partially offset by an increase in uncertain tax positions. The effective tax rate was favorably impacted by a $84.2 million net tax benefit related to stock-based compensation for stock awards that vested during the nine months ended September 30, 2025.
By comparison, our overall effective tax rate for the nine months ended September 30, 2024 was 18.6%. This rate differed from the federal statutory rate due to the net favorable impact of stock-based compensation, R&D tax credits, and a net gain related to an investment transaction not recognized for tax purposes. The effective tax rate was favorably impacted by a $13.0 million net tax benefit related to stock-based compensation for stock awards that vested during the nine months ended September 30, 2024.
Deferred Tax Assets
The change in deferred tax balances from $301.9 million as of December 31, 2024 to $342.7 million as of September 30, 2025, was primarily driven by a reduction and realization of previous unrealized mark-to-market gains, increase in stock-based-compensation expense not deductible until vest; partially offset by the reversal of certain deferred tax assets through additional paid-in-capital, associated with the partial repurchase of our 2027 Notes.
Note 12 - Stockholders’ Equity
Common Stock and Preferred Stock
We have authorized the issuance of two classes of stock designated as “common stock” and “preferred stock,” each having a par value of $0.00001 per share. We are authorized to issue 200 million shares of common stock and 25 million shares of preferred stock.
2024 Employee XSP and 2024 CEO Performance Award
On May 10, 2024, our shareholders approved the 2024 Employee XSP. The 2024 Employee XSP includes an approved pool of approximately 4.5 million shares of common stock reserved for grants of eXponential Stock Units (“XSUs”) to employees, of which approximately 0.8 million XSUs remain available to grant to employees under this program as of September 30, 2025. A total of approximately 0.1 million XSUs were granted during the nine months ended September 30, 2025. The program includes seven substantially equal tranches that will vest upon certification by the Compensation Committee of the Board of Directors upon achievement of three independent vesting conditions: (1) stock price goals; (2) operational goals; and (3) minimum service conditions.
Additionally, on May 10, 2024, shareholders approved a grant of 679,102 XSUs to our CEO, Patrick Smith, (the “2024 CEO Performance Award”). The stock price goals and operational goals applicable to the 2024 CEO Performance Award are identical to those under the 2024 Employee XSP, but Mr. Smith is subject to a longer minimum required service period.
The three independent vesting conditions are described in the following table:
| Operational Goals**(1)** (in millions) | Stock Price Goal | Minimum Service Requirement | |||||||||||||||||||||||||||||||||||||||
| Tranche**(2)** | Revenue | Adj. EBITDA**(3)** | 2024 Employee XSP | 2024 CEO Performance Award | Goal Expiration | ||||||||||||||||||||||||||||||||||||
| 1 | $ | 1,834 | or | $ | 382 | and | $ | 247.40 | and | June 2025 | December 2028 | December 31, 2026 | |||||||||||||||||||||||||||||
| 2 | 2,293 | or | 497 | and | 309.25 | and | December 2025 | December 2028 | December 31, 2027 | ||||||||||||||||||||||||||||||||
| 3 | 2,866 | or | 611 | and | 386.56 | and | June 2026 | December 2029 | December 31, 2028 | ||||||||||||||||||||||||||||||||
| 4 | 3,583 | or | 801 | and | 483.20 | and | December 2026 | December 2029 | December 31, 2029 | ||||||||||||||||||||||||||||||||
| 5 | 4,479 | or | 1,044 | and | 604.00 | and | June 2027 | December 2030 | December 31, 2030 | ||||||||||||||||||||||||||||||||
| 6 | 5,599 | or | 1,356 | and | 755.00 | and | December 2027 | December 2030 | December 31, 2031 | ||||||||||||||||||||||||||||||||
| 7 | 6,999 | or | 1,706 | and | 943.75 | and | June 2028 | December 2030 | December 31, 2032 |
(1) Operational goals are measured, as of any date, for the previous four consecutive fiscal quarters, beginning with the Company's first full fiscal quarter ending after the fiscal quarter in which the grant date occurred.
(2) Tranche 1 vested and settled in June 2025. For certain grantees, the shares acquired upon vesting and settlement of Tranche 1 are subject to a holding period requirement under the plan, which will expire on the earlier of (i) December 31, 2030 and (ii) the date on which the subsequent tranche vests and settles.
(3) In connection with certain acquisitions which were completed during fiscal year 2024, the adjusted EBITDA goals were adjusted as required by the terms of the 2024 Employee XSP and 2024 CEO Performance Award. As the operational goals for Tranches 1 and 2 were met as of December 31, 2024, no further adjustment to the adjusted EBITDA goals for these tranches was made in the current period, in accordance with the terms of the awards.
Restricted Stock Units
The following table summarizes restricted stock unit (“RSU”) activity for the nine months ended September 30, 2025 and 2024 (number of units and aggregate intrinsic value in thousands):
| Nine Months Ended September 30, | |||||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||
| Number of Units | Weighted Average Grant-Date Fair Value | Number of Units | Weighted Average Grant-Date Fair Value | ||||||||||||||||||||
| Units outstanding, beginning of year | 1,684 | $ | 356.31 | 1,615 | $ | 193.09 | |||||||||||||||||
| Granted | 121 | 696.46 | 595 | 269.18 | |||||||||||||||||||
| Released | (533) | 265.47 | (488) | 185.33 | |||||||||||||||||||
| Forfeited | (73) | 446.21 | (128) | 202.01 | |||||||||||||||||||
| Units outstanding, end of period | 1,199 | 425.48 | 1,594 | 223.16 | |||||||||||||||||||
| Aggregate intrinsic value at period-end | $ | 860,416 | $ | 636,869 |
Aggregate intrinsic value represents our closing stock price on the last trading day of the period, which was $717.64 per share, multiplied by the number of RSUs outstanding. As of September 30, 2025, there was $381.1 million in unrecognized compensation expense related to RSUs under our stock plans for shares that are expected to vest. We expect to recognize the cost related to the RSUs over a weighted average period of 1.89 years. Shares underlying RSUs are generally released when vesting requirements are met.
Performance Stock Units
The following table summarizes performance stock unit (“PSU”) activity, inclusive of XSUs, for the nine months ended September 30, 2025 and 2024 (number of units and aggregate intrinsic value in thousands):
| Nine Months Ended September 30, | |||||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||
| Number of Units | Weighted Average Grant-Date Fair Value | Number of Units | Weighted Average Grant-Date Fair Value | ||||||||||||||||||||
| Units outstanding, beginning of year | 4,865 | $ | 261.18 | 394 | $ | 201.61 | |||||||||||||||||
| Granted | 137 | 603.12 | 4,517 | 240.07 | |||||||||||||||||||
| Released | (532) | 293.78 | (11) | 149.49 | |||||||||||||||||||
| Forfeited | (143) | 317.66 | (345) | 232.01 | |||||||||||||||||||
| Units outstanding, end of period | 4,327 | 266.10 | 4,555 | 237.57 | |||||||||||||||||||
| Aggregate intrinsic value at period-end | $ | 3,105,220 | $ | 1,820,338 |
Aggregate intrinsic value represents our closing stock price on the last trading day of the period, which was $717.64 per share, multiplied by the number of PSUs outstanding. As of September 30, 2025, there was $555.3 million in unrecognized compensation expense related to PSUs under our stock plans for awards that are expected to vest. We expect to recognize the cost related to PSUs over a weighted average period of 3.62 years. Shares underlying PSUs are generally released when vesting requirements are met.
Stock Option Activity
The following table summarizes stock option activity for the nine months ended September 30, 2025 and 2024 (number of units and aggregate intrinsic value in thousands):
| Nine Months Ended September 30, | |||||||||||||||||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||||||||||||||
| Number of Options | Weighted Average Exercise Price | Weighted Average Remaining Contractual Life (years) | Number of Options | Weighted Average Exercise Price | Weighted Average Remaining Contractual Life (years) | ||||||||||||||||||||||||||||||
| Options outstanding, beginning of year | 21 | $ | 28.58 | 531 | $ | 28.58 | |||||||||||||||||||||||||||||
| Granted | — | — | — | — | |||||||||||||||||||||||||||||||
| Exercised | — | — | (350) | 28.58 | |||||||||||||||||||||||||||||||
| Expired / terminated | — | — | — | — | |||||||||||||||||||||||||||||||
| Options outstanding and exercisable, end of period | 21 | $ | 28.58 | 2.41 | 181 | $ | 28.58 | 3.41 | |||||||||||||||||||||||||||
| Aggregate intrinsic value at period-end | $ | 14,423 | $ | 67,085 |
Aggregate intrinsic value represents the difference between the exercise price of the underlying stock options and the closing stock price on the last trading day of the period ended September 30, 2025, which was $717.64 per share. There was no stock option activity during the nine months ended September 30, 2025.
Stock-based Compensation Expense
The following table summarizes the composition of stock-based compensation expense for the three and nine months ended September 30, 2025 and 2024 (in thousands):
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Cost of product and service sales | $ | 12,703 | $ | 10,123 | $ | 38,151 | $ | 48,235 | |||||||||||||||
| Selling, general and administrative expenses | 75,072 | 55,248 | 218,606 | 117,036 | |||||||||||||||||||
| Research and development expenses | 58,377 | 36,409 | 168,878 | 86,445 | |||||||||||||||||||
| Total stock-based compensation expense | $ | 146,152 | $ | 101,780 | $ | 425,635 | $ | 251,716 |
Stock Incentive Plan
In May 2024, our shareholders approved the Axon Enterprise, Inc. Amended and Restated 2022 Stock Incentive Plan (the “Amended 2022 Plan”) authorizing an additional 2.2 million shares, plus remaining available shares under prior plans, for issuance under the Amended 2022 Plan. Combined with the shares of our common stock available under our legacy stock incentive plans, there are 3.2 million shares of our common stock available for grant under the Amended 2022 Plan as of September 30, 2025.
At-The-Market Equity Offering
We participate in an “at-the-market” equity offering program (the “ATM”), pursuant to which we are authorized to sell up to a total of approximately 2.0 million shares of our common stock.
During the nine months ended September 30, 2025, we sold approximately 0.5 million shares of our common stock under our ATM. We generated approximately $366.3 million in aggregate gross proceeds from sales under the ATM. We recorded aggregate net proceeds of $362.1 million in additional paid-in capital after deducting related expenses, including commissions to the sales agent and issuance costs of $4.2 million. As of September 30, 2025, $0.1 million of these costs were not yet paid.
As of September 30, 2025, there were approximately 1.5 million shares remaining. We utilize the net proceeds from this offering program for general corporate purposes, which may include providing capital to satisfy a portion of the tax obligations related to the vesting and settlement of stock compensation awards granted to our employees under our stock plans and funding ongoing strategic investments and acquisitions as we continue to expand our product ecosystem.
Stock Repurchase Plan
In February 2016, our Board of Directors authorized a stock repurchase program to acquire up to $50.0 million of our outstanding common stock subject to stock market conditions and corporate considerations. As of September 30, 2025, $16.3 million remained available under the plan for future purchases.
Note 13 - Line of Credit
In December 2022, we entered into a credit agreement that provides for a senior unsecured multi-currency revolving credit facility (the “Credit Agreement”) in an aggregate principal amount of up to $200.0 million, $30.0 million of which is available for the issuance of letters of credit. The Credit Agreement originally matured on the earlier of December 15, 2027 or the date that is six months prior to the stated maturity date of the 2027 Notes unless the 2027 Notes had been redeemed, repurchased, converted or defeased in full. Additionally, the Credit Agreement had an accordion feature which allowed for an increase in the total line of credit up to $300.0 million, in each lender’s sole discretion.
In March 2025, immediately prior to the consummation of the closing of the 2030 and 2033 Notes offering, we entered into an amendment (the “Amendment”) to the Credit Agreement. The Amendment increased the existing revolving credit facility by $100.0 million to a total aggregate principal amount of $300.0 million (with an accordion feature which allows for an increase in the total line of credit up to $400.0 million), increased availability for the issuance of letters of credit by $20.0 million to $50.0 million, extended the maturity date of the Credit Agreement from December 15, 2027 to March 11, 2030 (or, in each case, the date that is six months prior to the stated maturity date of the 2027 Notes unless the 2027 Notes have been redeemed, repurchased, converted or defeased in full), permitted the 2030 and 2033 Notes offering, and provided for other updates to the covenants and terms of the Credit Agreement.
As of September 30, 2025, no amounts were drawn under the Credit Agreement. Under the terms of the line of credit, available borrowings are reduced by outstanding letters of credit. As of September 30, 2025, we had letters of credit outstanding of approximately $8.9 million under the facility and available borrowing of $291.1 million, excluding amounts available under the accordion feature. Advances under the line of credit bear interest at Term SOFR plus 1.25 to 1.75% per year determined in accordance with a pricing grid based on our net leverage ratio and consolidated interest coverage ratio discussed further below. “SOFR” is defined as a rate equal to the secured overnight financing rate as administered by the Federal Reserve Bank of New York or a successor administrator of the secured overnight financing rate.
We are required to comply with a net leverage ratio, defined as consolidated total indebtedness to EBITDA, and a consolidated interest coverage ratio, defined as EBITDA to consolidated interest expense. As of September 30, 2025, we are in compliance with the associated covenants under the Credit Agreement.
Note 14 - Commitments and Contingencies
Product Litigation
As a manufacturer of weapons and other law enforcement tools used in high-risk field environments, we are often the subject of products liability litigation concerning the use of our products. We are currently named as a defendant in two such lawsuits in which the plaintiffs allege either wrongful death or personal injury in situations in which a TASER CED was used by law enforcement officers in connection with arrests or training. While the facts vary from case to case, these product liability claims typically allege defective product design, manufacturing, and/or failure to warn. They seek compensatory and sometimes punitive damages, often in unspecified amounts.
We continue to aggressively defend all product litigation. As a general rule, it is our policy not to settle suspect injury or death cases. Exceptions are sometimes made where the settlement is strategically beneficial to us. Due to the confidential nature of our litigation strategy and the confidentiality agreements that are executed in the event of a settlement, we do not identify or comment on specific settlements by case or amount. Based on current information, we do not believe that the outcome of any such legal proceeding will have a material effect on our financial position, results of operations or cash flows. We are self-insured for the first $5.0 million of any product claim made after 2014. No judgment or settlement has ever exceeded this amount in any products liability case. We continue to maintain product liability insurance coverage, including an insurance policy fronting arrangement, above our self-insured retention with various limits depending on the policy period.
Other Matters
Despite the Federal Trade Commission’s (“FTC”) dismissal of its administrative enforcement complaint against us without consent decree or other condition in October 2023, other parties continue to allege that our May 2018 acquisition of an insolvent body camera competitor, Vievu LLC, was anticompetitive. Pending in the District of New Jersey (Case No. 3:23-cv-7182) is a purported antitrust class action brought by three municipalities based largely on the FTC’s unproven allegations. We deny all allegations of anticompetitive or other misconduct and are vigorously defending the case.
Pending in the Eastern District of Virginia (Case No. 1:24-CV-01625) is a patent infringement suit filed by Airspace Systems, Inc. (“Airspace”) against Dedrone involving certain drone technology. After we acquired Dedrone on October 1, 2024, Airspace amended its complaint and added us as a defendant. Airspace seeks injunctive relief and treble damages in an unspecified amount. We and Dedrone deny infringement and further contend that the three asserted patents are invalid and/or contain patent ineligible subject matter. To that end, we have simultaneously challenged all three patents in the United States Patent and Trademark Office and the court has stayed the litigation. On October 8, 2025, the Patent Trial and Appeal Board granted our petitions and instituted review on all claims of all three asserted patents. By statute, a decision is required within one year or October 8, 2026. It is expected that the district court litigation will remain stayed during this time.
General
From time to time, we are notified that we may be a party to a lawsuit or that a claim is being made against us. After carefully assessing the claim, and assuming we determine that we are not at fault or we disagree with the damages or relief demanded, we vigorously defend any lawsuit filed against us. We record a liability when losses are deemed probable and reasonably estimable. When losses are deemed reasonably possible but not probable, we determine whether it is possible to provide an estimate of the amount of the loss or range of possible losses for the claim, if material for disclosure. In evaluating matters for accrual and disclosure purposes, we take into consideration factors such as our historical experience with matters of a similar nature, the specific facts and circumstances asserted, the likelihood of our prevailing, the availability of insurance, and the severity of any potential loss. We reevaluate and update accruals as matters progress over time.
Based on our assessment of outstanding litigation and claims as of September 30, 2025, we have determined that it is not reasonably possible that these losses, if any, from lawsuits will individually, or in the aggregate, materially affect our results of operations, financial condition or cash flows. However, the outcome of any litigation is inherently uncertain and there can be no assurance that any expense, liability or damages that may ultimately result from the resolution of these matters will be covered by our insurance or will not be in excess of amounts recognized or provided by insurance coverage and will not have a material adverse effect on our operating results, financial condition or cash flows.
Off-Balance Sheet Arrangements
Under certain circumstances, we use letters of credit and surety bonds to guarantee our performance under various contracts, principally in connection with the installation and integration of Axon cameras and related technologies. Certain of our letters of credit and surety bonds have stated expiration dates with others being released as the contractual performance terms are completed. At September 30, 2025, we had outstanding letters of credit issued under our credit facility of $8.9 million that are expected to expire through 2026. We also had outstanding letters of credit of $0.3 million that do not draw against our credit facility. Additionally, we had $22.0 million of outstanding surety bonds as of September 30, 2025, with expiration dates ranging through 2029.
Note 15 – Accumulated Other Comprehensive Income (Loss)
The following tables reflect the changes in accumulated other comprehensive income (loss), net of tax (in thousands):
| Unrealized (Losses) Gains on Available-for-Sale Investments | Foreign Currency Translation | Total | |||||||||||||||
| Balance, December 31, 2024 | $ | (30) | $ | (18,154) | $ | (18,184) | |||||||||||
| Other comprehensive (loss) income | (124) | 358 | 234 | ||||||||||||||
| Balance, March 31, 2025 | $ | (154) | $ | (17,796) | $ | (17,950) | |||||||||||
| Other comprehensive income | 73 | 5,159 | 5,232 | ||||||||||||||
| Balance, June 30, 2025 | $ | (81) | $ | (12,637) | $ | (12,718) | |||||||||||
| Other comprehensive income (loss) | 213 | (25) | 188 | ||||||||||||||
| Balance, September 30, 2025 | $ | 132 | $ | (12,662) | $ | (12,530) | |||||||||||
| Unrealized (Losses) Gains on Available-for-Sale Investments | Foreign Currency Translation | Total | |||||||||||||||
| Balance, December 31, 2023 | $ | (399) | $ | (10,280) | $ | (10,679) | |||||||||||
| Other comprehensive loss | (106) | (801) | (907) | ||||||||||||||
| Balance, March 31, 2024 | $ | (505) | $ | (11,081) | $ | (11,586) | |||||||||||
| Other comprehensive income (loss) | 119 | (2,727) | (2,608) | ||||||||||||||
| Balance, June 30, 2024 | $ | (386) | $ | (13,808) | $ | (14,194) | |||||||||||
| Other comprehensive income | 434 | 4,640 | 5,074 | ||||||||||||||
| Balance, September 30, 2024 | $ | 48 | $ | (9,168) | $ | (9,120) |
Note 16 - Segment Data
Segment information for the three and nine months ended September 30, 2024 has been recast to reflect the Segment Realignment. Refer to Note 1 for additional details. Information relative to our reportable segments was as follows (in thousands):
| Three Months Ended September 30, | |||||||||||||||||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||||||||||||||
| Connected Devices | Software and Services | Total | Connected Devices | Software and Services | Total | ||||||||||||||||||||||||||||||
| Net sales | $ | 405,399 | $ | 305,242 | $ | 710,641 | $ | 327,900 | $ | 216,374 | $ | 544,274 | |||||||||||||||||||||||
| Cost of sales | 203,173 | 80,120 | 283,293 | 156,167 | 57,360 | 213,527 | |||||||||||||||||||||||||||||
| Other segment items (1) | 8,902 | 9,200 | 18,102 | 7,104 | 6,039 | 13,143 | |||||||||||||||||||||||||||||
| Adjusted gross margin | $ | 211,128 | $ | 234,322 | $ | 445,450 | $ | 178,837 | $ | 165,053 | $ | 343,890 | |||||||||||||||||||||||
| Other segment items (1) | (18,102) | (13,143) | |||||||||||||||||||||||||||||||||
| Selling, general and administrative | (252,803) | (192,189) | |||||||||||||||||||||||||||||||||
| Research and development | (176,674) | (114,477) | |||||||||||||||||||||||||||||||||
| Interest income | 23,941 | 12,624 | |||||||||||||||||||||||||||||||||
| Interest expense | (28,912) | (1,646) | |||||||||||||||||||||||||||||||||
| Other income, net | 22,803 | 44,510 | |||||||||||||||||||||||||||||||||
| Income before provision for income taxes | $ | 15,703 | $ | 79,569 |
(1) Other segment items includes the adjustment for noncash stock-based compensation expense and amortization of acquired intangible assets to arrive at the profit measure used by the CODM.
| Nine Months Ended September 30, | |||||||||||||||||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||||||||||||||
| Connected Devices | Software and Services | Total | Connected Devices | Software and Services | Total | ||||||||||||||||||||||||||||||
| Net sales | $ | 1,122,655 | $ | 860,157 | $ | 1,982,812 | $ | 891,087 | $ | 616,294 | $ | 1,507,381 | |||||||||||||||||||||||
| Cost of sales | 566,861 | 219,121 | 785,982 | 450,954 | 160,896 | 611,850 | |||||||||||||||||||||||||||||
| Other segment items (1) | 27,872 | 27,922 | 55,794 | 41,490 | 15,043 | 56,533 | |||||||||||||||||||||||||||||
| Adjusted gross margin | $ | 583,666 | $ | 668,958 | $ | 1,252,624 | $ | 481,623 | $ | 470,441 | $ | 952,064 | |||||||||||||||||||||||
| Other segment items (1) | (55,794) | (56,533) | |||||||||||||||||||||||||||||||||
| Selling, general and administrative | (718,524) | (514,228) | |||||||||||||||||||||||||||||||||
| Research and development | (490,264) | (307,008) | |||||||||||||||||||||||||||||||||
| Interest income | 57,798 | 36,407 | |||||||||||||||||||||||||||||||||
| Interest expense | (65,419) | (5,273) | |||||||||||||||||||||||||||||||||
| Other income, net | 104,790 | 191,510 | |||||||||||||||||||||||||||||||||
| Income before provision for income taxes | $ | 85,211 | $ | 296,939 |
(1) Other segment items includes the adjustment for noncash stock-based compensation expense, amortization of acquired intangible assets, inventory step-up amortization related to acquisitions and payroll taxes related to 2024 Employee XSP vesting to arrive at the profit measure used by the CODM.
The following table presents supplemental information included within the measure of profit or loss, adjusted gross margin, reviewed by our CODM (in thousands). There are no other material items presented to our CODM by segment or included within adjusted gross margin for supplemental disclosure.
| Three Months Ended September 30, | |||||||||||||||||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||||||||||||||
| Connected Devices | Software and Services | Total | Connected Devices | Software and Services | Total | ||||||||||||||||||||||||||||||
| Depreciation and amortization | $ | 9,188 | $ | 4,324 | $ | 13,512 | $ | 4,545 | $ | 4,291 | $ | 8,836 | |||||||||||||||||||||||
| Significant noncash items: | |||||||||||||||||||||||||||||||||||
| Stock-based compensation expense | 7,584 | 5,119 | 12,703 | 6,722 | 3,401 | 10,123 | |||||||||||||||||||||||||||||
| Provisions for inventory | 1,737 | — | 1,737 | 2,204 | — | 2,204 | |||||||||||||||||||||||||||||
| Warranty reserve expense | 2,584 | — | 2,584 | 3,047 | — | 3,047 |
| Nine Months Ended September 30, | |||||||||||||||||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||||||||||||||
| Connected Devices | Software and Services | Total | Connected Devices | Software and Services | Total | ||||||||||||||||||||||||||||||
| Depreciation and amortization | $ | 26,783 | $ | 12,381 | $ | 39,164 | $ | 15,393 | $ | 8,120 | $ | 23,513 | |||||||||||||||||||||||
| Significant noncash items: | |||||||||||||||||||||||||||||||||||
| Stock-based compensation expense | 22,643 | 15,508 | 38,151 | 40,432 | 7,803 | 48,235 | |||||||||||||||||||||||||||||
| Provisions for inventory | 3,578 | — | 3,578 | 11,047 | — | 11,047 | |||||||||||||||||||||||||||||
| Warranty reserve expense | 9,378 | — | 9,378 | 4,860 | — | 4,860 |
Note 17 – Business Combinations
Fusus
On January 31, 2024, we acquired the remaining 79.7% interest in Fusus, LLC ("Fusus") for incremental consideration transferred of approximately $241.3 million. Based on the final purchase price allocation, we recorded $249.9 million of goodwill, $72.9 million of identifiable intangible assets, and other net liabilities assumed of $7.8 million, excluding deferred taxes. We also recorded a net deferred tax liability of $10.4 million. As of the acquisition date, the identifiable intangible assets recognized in the acquisition included $56.6 million of developed technology, $14.4 million of customer relationships, and $1.9 million of trademarks.
As a result of the Segment Realignment, the goodwill recognized in the acquisition has been reallocated between our two reportable segments, Connected Devices and Software and Services.
Dedrone
On October 1, 2024, we acquired the remaining 79.8% interest in Dedrone, a global leader in air space security, for incremental consideration transferred of approximately $391.1 million. We recorded incremental acquisition-related transaction and integration costs of $0.5 million and $2.6 million for the three and nine months ended September 30, 2025, respectively. These costs were expensed as incurred in selling, general, and administrative ("SG&A") expenses in our consolidated statements of operations and comprehensive income (loss).
The purchase price allocation was subject to revision during the measurement period through September 30, 2025. As of the nine months ended September 30, 2025, we recorded various measurement period adjustments primarily consisting of adjustments to working capital resulting in a $7.5 million decrease to goodwill. These measurement period adjustments also include $3.3 million indemnification assets related to certain pre-acquisition contingencies.
Based on the final purchase price allocation, including measurement period adjustments, we have recorded $443.6 million of goodwill, $100.5 million of identifiable intangible assets, and other net liabilities assumed of $43.9 million, excluding deferred taxes. We have also recorded a net deferred tax asset of $3.1 million. As of the acquisition date, the identifiable intangible assets recognized in the acquisition included $41.0 million of developed technology, $41.0 million of in-process research and development, $15.0 million of customer relationships, and $3.5 million of trademarks.
As a result of the Segment Realignment, the goodwill recognized in the acquisition has been reallocated between our two reportable segments, Connected Devices and Software and Services.
Other Acquisitions
During the nine months ended September 30, 2025, we completed certain acquisitions for total purchase consideration of approximately $24.0 million primarily to enhance our end-to-end public safety ecosystem. The acquisitions were not material to our consolidated statements of operations, either individually or in the aggregate.
Note 18 - Subsequent Events
Invictus Apps, Inc.
In October 2025, we acquired the remaining outstanding stock of Invictus Apps, Inc. (“Prepared”), a leading provider of AI-powered emergency communications software, for a base purchase price of $637.5 million, subject to customary purchase price adjustments. The goodwill associated with this acquisition is currently expected to be recorded to our Software and Services segment. The acquisition aligns with our mission and positions us to accelerate next-generation public safety communications and emergency response solutions.
Prior to this transaction, we held an approximately 1% ownership interest in Prepared. This transaction is considered a “step acquisition” under GAAP whereby our ownership interest held before the acquisition is required to be remeasured to fair value at the date of the acquisition.
Due to the proximity of the closing date of the acquisition to the date of this filing, the initial accounting for the acquisition is not yet complete. Transaction costs related to the acquisition were approximately $3.5 million for the nine months ended September 30, 2025. These transaction costs were expensed as incurred in SG&A in our consolidated statements of operations and comprehensive income (loss).
Carbyne Ltd.
On November 4, 2025, we entered into a definitive agreement to acquire Carbyne Ltd. (“Carbyne”), a leading cloud-native emergency communications and response platform for a base purchase price of $625.0 million, subject to customary purchase price adjustments and closing conditions. The acquisition is expected to be completed in the first quarter of 2026.
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