A Dark Vector Cognition product

Item 1. Financial Statements

103K characters. Original on sec.gov ·

Item 1. Financial Statements

AXON ENTERPRISE, INC.

CONSOLIDATED BALANCE SHEETS

(in thousands, except share data)

June 30, 2026December 31, 2025
(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents$597,704$1,201,147
Short-term investments75,703505,417
Marketable securities19,12627,213
Accounts and notes receivable, net of allowance of $4,949 and $4,198 as of June 30, 2026 and December 31, 2025, respectively768,637777,486
Contract assets, net750,950582,630
Inventory486,556341,811
Prepaid expenses190,682149,800
Other current assets115,347127,548
Total current assets3,004,7053,713,052
Property and equipment, net341,507330,979
Deferred tax assets, net345,500359,803
Intangible assets, net281,583196,972
Goodwill1,898,8271,370,189
Long-term notes receivable, net1,5976,066
Long-term contract assets, net296,458178,249
Strategic investments853,842416,833
Other long-term assets457,138428,170
Total assets$7,481,157$7,000,313
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable$269,957$139,086
Accrued liabilities423,932510,538
Current portion of deferred revenue670,740714,708
Current portion of notes payable, net—80,552
Customer deposits16,47716,156
Other current liabilities17,1319,107
Total current liabilities1,398,2371,470,147
Deferred revenue, net of current portion385,659359,902
Liability for unrecognized tax benefits26,58724,376
Long-term deferred compensation33,09423,675
Long-term lease liabilities101,65898,942
Long-term notes payable, net1,731,8171,730,170
Other long-term liabilities129,56850,443
Total liabilities3,806,6203,757,655
Commitments and contingencies (Note 11)
Stockholders’ equity:
Preferred stock, $0.00001 par value; 25,000,000 shares authorized; no shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively——
Common stock, $0.00001 par value; 200,000,000 shares authorized, 101,510,494 shares issued and 81,235,921 shares outstanding as of June 30, 2026, and 200,000,000 shares authorized, 100,444,971 shares issued and 80,211,537 shares outstanding as of December 31, 202511
Additional paid-in capital2,735,7082,475,035
Treasury stock at cost, 20,274,573 shares and 20,233,434 shares as of June 30, 2026 and December 31, 2025, respectively(180,164)(157,242)
Retained earnings1,135,409936,670
Accumulated other comprehensive loss(16,417)(11,806)
Total stockholders’ equity3,674,5373,242,658
Total liabilities and stockholders’ equity$7,481,157$7,000,313

The accompanying notes are an integral part of these consolidated financial statements.

AXON ENTERPRISE, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

AND COMPREHENSIVE INCOME

(in thousands, except per share data)

(unaudited)

Three Months Ended June 30,Six Months Ended June 30,
2026202520262025
Net sales from products$506,553$376,360$959,374$717,256
Net sales from services397,836292,178752,360554,915
Net sales904,389668,5381,711,7341,272,171
Cost of product sales243,861193,507476,017363,688
Cost of service sales114,08171,288211,984139,001
Cost of sales357,942264,795688,001502,689
Gross margin546,447403,7431,023,733769,482
Operating expenses:
Selling, general and administrative290,982242,212550,075465,721
Research and development208,687162,567397,637313,590
Total operating expenses499,669404,779947,712779,311
Income (loss) from operations46,778(1,036)76,021(9,829)
Interest income6,81523,25317,42633,857
Interest expense(28,101)(28,686)(56,744)(36,507)
Other income (loss), net7,192(32,414)196,20281,987
Income (loss) before provision for income taxes32,684(38,883)232,90569,508
Provision for (benefit from) income taxes3,257(75,000)34,166(54,589)
Net income$29,427$36,117$198,739$124,097
Net income per common and common equivalent shares:
Basic$0.37$0.46$2.47$1.60
Diluted$0.36$0.44$2.41$1.52
Weighted average number of common and common equivalent shares outstanding:
Basic80,57377,99980,36377,448
Diluted82,54182,06282,51881,782
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Net income$29,427$36,117$198,739$124,097
Foreign currency translation adjustments(5,147)5,159(4,500)5,517
Unrealized gain (loss) on available-for-sale investments—73(111)(51)
Comprehensive income$24,280$41,349$194,128$129,563

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 StockAdditional Paid-in CapitalTreasury StockRetained EarningsAccumulated Other Comprehensive LossTotal Stockholders’ Equity
SharesAmountSharesAmount
Balance, December 31, 202580,211,537$1$2,475,03520,233,434$(157,242)$936,670$(11,806)$3,242,658
Issuance of common stock under employee plans, net189,933—(12,169)————(12,169)
Stock-based compensation——134,701————134,701
Issuance of replacement awards in connection with acquisitions——1,345————1,345
Conversion of convertible debt and shares received from convertible note hedge, net170,731—22,97941,139(22,922)——57
Tax effect of redemption and voluntary conversions of convertible debt——(2,327)————(2,327)
Net income—————169,312—169,312
Other comprehensive income, net——————536536
Balance, March 31, 202680,572,201$1$2,619,56420,274,573$(180,164)$1,105,982$(11,270)$3,534,113
Issuance of common stock237,240—100,259————100,259
Issuance of common stock under employee plans, net425,853—(128,331)————(128,331)
Stock-based compensation——143,996————143,996
Issuance of common stock for business combination contingent consideration627—220————220
Net income—————29,427—29,427
Other comprehensive loss, net——————(5,147)(5,147)
Balance, June 30, 202681,235,921$1$2,735,70820,274,573$(180,164)$1,135,409$(16,417)$3,674,537
Common StockAdditional Paid-in CapitalTreasury StockRetained EarningsAccumulated Other Comprehensive LossTotal Stockholders’ Equity
SharesAmountSharesAmount
Balance, December 31, 202476,619,331$1$1,689,78120,220,227$(155,947)$812,014$(18,184)$2,327,665
Issuance of common stock under employee plans, net190,558—(5,035)————(5,035)
Stock-based compensation——140,239————140,239
Induced conversion of convertible debt1,038,259—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——————234234
Balance, March 31, 202577,848,148$1$1,829,75520,220,227$(155,947)$899,994$(17,950)$2,555,853
Issuance of common stock250,000—183,643————183,643
Issuance of common stock under employee plans, net404,893—(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——————5,2325,232
Balance, June 30, 202578,503,041$1$1,964,95320,220,227$(155,947)$936,111$(12,718)$2,732,400

The accompanying notes are an integral part of these consolidated financial statements.

AXON ENTERPRISE, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)

Six Months Ended June 30,
20262025
Cash flows from operating activities:
Net income$198,739$124,097
Adjustments to reconcile net income to net cash (used in) provided by operating activities:
Stock-based compensation278,697279,483
Gain on strategic investments and marketable securities, net(197,873)(111,754)
Debt inducement expense—28,666
Depreciation and amortization62,82436,610
Provision for bad debts and inventory2,6306,254
Deferred income taxes11,456(70,065)
Other noncash items18,46619,278
Change in assets and liabilities:
Receivables and contract assets(256,919)(212,833)
Inventory(145,099)(48,098)
Deferred revenue(35,334)(51,143)
Accounts payable, accrued and other liabilities105,53121,175
Prepaid expenses and other assets(54,558)(87,580)
Net cash used in operating activities(11,440)(65,910)
Cash flows from investing activities:
Purchases of investments(302,844)(1,793,862)
Business combinations, net of cash acquired(551,593)(3,809)
Proceeds from call, maturity, and sale of investments434,345756,654
Purchases of property and equipment(44,174)(47,815)
Other, net(1,496)83
Net cash used in investing activities(465,762)(1,088,749)
Cash flows from financing activities:
Net proceeds from equity offering100,477183,960
Principal payments for conversion and redemption of convertible debt(81,110)(407,453)
Income and payroll tax payments for net-settled stock awards(140,192)(192,835)
Payments to third parties for debt issuance, amendment, conversion and redemption activity(964)(24,735)
Proceeds from issuance of notes—1,750,000
Other, net(829)(76)
Net cash (used in) provided by financing activities(122,618)1,308,861
Effect of exchange rate changes on cash and cash equivalents(3,949)6,497
Net change in cash and cash equivalents(603,769)160,699
Cash and cash equivalents and restricted cash, beginning of period1,213,393466,763
Cash and cash equivalents and restricted cash, end of period$609,624$627,462
Supplemental disclosures:
Cash and cash equivalents$597,704$615,496
Restricted cash (Note 1)11,92011,966
Total cash, cash equivalents and restricted cash shown in the statements of cash flows$609,624$627,462
Cash paid for interest$54,124$1,204
Non-cash transactions:
Leased assets obtained in exchange for new operating lease liabilities$8,502$5,554
Property and equipment purchases in accounts payable and accrued liabilities$8,051$3,060
Expense for induced conversion of convertible debt, debt offering and revolver modification$—$33,725

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, 2025, as filed on our 2025 Annual Report on Form 10-K. 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 2025 Annual Report on Form 10-K for the year ended December 31, 2025.

Our results of operations for the three and six months ended June 30, 2026 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 June 30, 2026, the aggregate balances in such accounts were $0.5 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 Australia, Canada, Germany, and the United Kingdom, among others. To manage the related credit exposure, management continually monitors the creditworthiness of the financial institutions where we have deposits.

Segment Information

As described further within our 2025 Annual Report on Form 10-K, we have two reportable segments: Connected Devices and Software and Services. Our chief operating decision maker (“CODM”) is our Chief Executive Officer. The segment measure of profit and loss is adjusted gross margin, as the CODM allocates resources and assesses performance based on review of adjusted gross margin by segment. 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. For additional details, refer to Note 13.

Restricted Cash

Restricted cash balances were $11.9 million and $12.2 million as of June 30, 2026 and December 31, 2025, respectively. The restricted cash balance at June 30, 2026 includes a $9.7 million payment held in escrow related to the planned construction of our headquarters building in Arizona. Restricted cash also includes funds held in international bank accounts for various operating and financing activities.

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):

Six Months Ended June 30,
20262025
Balance, beginning of period$10,858$8,284
Utilization of reserve(7,411)(4,202)
Warranty expense6,8556,794
Balance, end of period$10,302$10,876

Income per Common Share

Basic income per common share is computed by dividing net income 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”). These items are excluded from the computation of diluted net income per share in periods in which the effect would be antidilutive. For additional information regarding our 2027 Notes and 2027 Warrants, refer to Note 8.

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 June 30,Six Months Ended June 30,
2026202520262025
Numerator for basic and diluted earnings per share:
Net income$29,427$36,117$198,739$124,097
Denominator:
Weighted average shares outstanding80,57377,99980,36377,448
Dilutive effect of stock-based awards1,4621,7291,3581,721
Dilutive effect of 2027 Notes (1)—820471,210
Dilutive effect of 2027 Warrants5061,5147501,403
Diluted weighted average shares outstanding82,54182,06282,51881,782
Net income per common share:
Basic$0.37$0.46$2.47$1.60
Diluted$0.36$0.44$2.41$1.52

(1)We redeemed all of our remaining outstanding 2027 Notes during the three months ended March 31, 2026, and we repurchased a portion of the 2027 Notes during the three months ended March 31, 2025. Accordingly, the dilutive impact to the six months ended June 30, 2026 and June 30, 2025 related to the 2027 Notes is weighted for (a) the number of days between the beginning of the period and the respective closing dates of each transaction, which includes the total amount of shares issuable upon a conversion of all of the 2027 Notes outstanding as of the beginning of the respective periods, and (b) subsequent to the respective closing dates, which includes the amount of shares issuable upon a conversion of the 2027 Notes that remain after each respective transaction. No 2027 Notes remained outstanding following settlement of the aforementioned redemption. Refer to Note 8 for additional details.

Potentially dilutive securities that are not included in the calculation of diluted net income per share because doing so would be antidilutive are as follows (in thousands):

Three Months Ended June 30,Six Months Ended June 30,
2026202520262025
Stock-based awards3,2773,8543,2373,871
2027 Notes—415—429
2027 Warrants2,1561,5031,9121,614
Total potentially dilutive securities5,4335,7725,1495,914

Accounting Guidance and Disclosure Rules - Recently Adopted

In September 2025, the Financial Accounting Standards Board (“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 our Annual Report on Form 10-K for the year ending December 31, 2026. We elected to early adopt this ASU in the first quarter of 2026 on a fully prospective basis. The adoption of this standard did not result in any material impacts to 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. We adopted this standard in the first quarter of 2026. The adoption of this standard did not result in any material impacts to our consolidated financial statements.

Accounting Guidance and Disclosure Rules - Not Yet Adopted

Refer to Note 1 to the consolidated financial statements in our 2025 Annual Report on Form 10-K for a discussion of applicable standards issued and not yet adopted. Relevant new unadopted standards issued subsequent to our most recent Annual Report are included below.

In May 2026, the FASB issued ASU 2026-02, Environmental Credits and Environmental Credit Obligations (Topic 818). ASU 2026-02 establishes recognition, measurement, presentation, and disclosure requirements for environmental credits and environmental credit obligations. The provisions of ASU 2026-02 are effective for our Quarterly Report on Form 10-Q for the quarter ending March 31, 2028 and subsequent interim and annual periods thereafter, with early adoption permitted. We are currently evaluating the impact of this update on our consolidated financial statements.

Note 2 – Revenues

Nature of Products and Services

The following table presents our revenues by primary product and service offering and reportable segment (in thousands):

Three Months Ended June 30, 2026Three Months Ended June 30, 2025
Connected DevicesSoftware and ServicesTotalConnected DevicesSoftware and ServicesTotal
TASER (1)$261,321$—$261,321$216,234$—$216,234
Personal Sensors (2)95,392—95,39292,819—92,819
Platform Solutions (3)149,840—149,84067,307—67,307
Software and Services—397,836397,836—292,178292,178
Total$506,553$397,836$904,389$376,360$292,178$668,538
Six Months Ended June 30, 2026Six Months Ended June 30, 2025
Connected DevicesSoftware and ServicesTotalConnected DevicesSoftware and ServicesTotal
TASER (1)$494,174$—$494,174$411,729$—$411,729
Personal Sensors (2)204,143—204,143181,224—181,224
Platform Solutions (3)261,057—261,057124,303—124,303
Software and Services—752,360752,360—554,915554,915
Total$959,374$752,360$1,711,734$717,256$554,915$1,272,171

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

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

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

The following table presents our revenues disaggregated by geography (dollars in thousands):

Three Months Ended June 30,Six Months Ended June 30,
2026202520262025
United States$742,30782%$537,37380%$1,388,83481%$1,066,75684%
Other countries162,08218131,16520322,90019205,41516
Total$904,389100%$668,538100%$1,711,734100%$1,272,171100%

Revenue Recognized from Contract Liabilities

During the six months ended June 30, 2026 and 2025, we recognized revenue of $524.8 million and $456.2 million, respectively, from our beginning contract liabilities balance as of December 31, 2025 and 2024, respectively. Refer to our consolidated balance sheets for additional details regarding our receivables, contract assets and contract liabilities from contracts with customers.

Remaining Performance Obligations

As of June 30, 2026, we had approximately $9.8 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 June 30, 2026. We currently expect to recognize approximately 20% - 25% of this balance over the next 12 months, and expect the remainder to be substantially 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 June 30, 2026 and December 31, 2025 (in thousands):

As of June 30, 2026
Amortized CostGross Unrealized GainsGross Unrealized LossesFair ValueCash and Cash EquivalentsMarketable SecuritiesShort-Term Investments
Cash$262,275$—$—$262,275$262,275$—$—
Level 1:
Money market funds293,215——293,215293,215——
Marketable securities13,1006,026—19,126—19,126—
Subtotal306,3156,026—312,341293,21519,126—
Level 2:
Term deposits117,917——117,91742,214—75,703
Subtotal117,917——117,91742,214—75,703
Total$686,507$6,026$—$692,533$597,704$19,126$75,703

During the six months ended June 30, 2026, proceeds from the sale of available-for-sale securities were $70.5 million. As of June 30, 2026, we held no available-for-sale debt investments with unrealized losses.

During the six months ended June 30, 2026, net proceeds from the sales of marketable securities were $3.7 million, representing net realized gains of $1.7 million from the time of purchase. During the three and six months ended June 30, 2026, we recorded an unrealized gain of $1.1 million and loss of $4.5 million on marketable securities still held as of the reporting date, respectively. We recorded unrealized losses on marketable securities of $30.9 million and $54.3 million, respectively, for the same periods in the prior year.

As of December 31, 2025
Amortized CostGross Unrealized GainsGross Unrealized LossesFair ValueCash and Cash EquivalentsMarketable SecuritiesShort-Term Investments
Cash$168,294$—$—$168,294$168,294$—$—
Level 1:
Money market funds821,711——821,711821,711——
Marketable securities15,09312,120—27,213—27,213—
U.S. Treasury bills231,76669—231,835200,200—31,635
Agency bonds6,4563—6,459——6,459
Subtotal1,075,02612,192—1,087,2181,021,91127,21338,094
Level 2:
Term deposits385,942——385,94210,942—375,000
Corporate bonds72,32242(3)72,361——72,361
Commercial paper18,462——18,462——18,462
Certificates of deposit1,500——1,500——1,500
Subtotal478,22642(3)478,26510,942—467,323
Total$1,721,546$12,234$(3)$1,733,777$1,201,147$27,213$505,417

As of December 31, 2025, we had $9.7 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 – Inventory

Inventory consisted of the following at June 30, 2026 and December 31, 2025 (in thousands):

June 30, 2026December 31, 2025
Raw materials$214,857$152,680
Work-in-process13,5378,866
Finished goods258,162180,265
Total inventory$486,556$341,811

Note 5 – Goodwill and Intangible Assets

The changes in the carrying amount of goodwill for the six months ended June 30, 2026 were as follows (in thousands):

Connected DevicesSoftware and ServicesTotal
Balance, beginning of period$51,249$1,318,940$1,370,189
Goodwill acquired4,581524,733529,314
Purchase accounting adjustments—6363
Foreign currency translation adjustments(114)(625)(739)
Balance, end of period$55,716$1,843,111$1,898,827

Intangible assets (other than goodwill) consisted of the following at June 30, 2026 and December 31, 2025 (in thousands):

June 30, 2026December 31, 2025
Useful LifeGross Carrying AmountAccumulated AmortizationNet Carrying AmountGross Carrying AmountAccumulated AmortizationNet Carrying Amount
Amortizable (definite-lived) intangible assets:
Developed technology3 ‑ 8 years$262,122$(63,653)$198,469$183,122$(44,399)$138,723
Customer relationships5 ‑ 10 years68,231(12,748)55,48341,329(8,960)32,369
Issued trademarks3 ‑ 23 years11,986(5,377)6,6099,900(3,856)6,044
Issued patents8 ‑ 26 years3,002(1,641)1,3613,017(1,602)1,415
Domain names5 ‑ 10 years4,568(2,968)1,6003,043(2,738)305
Total amortizable349,909(86,387)263,522240,411(61,555)178,856
Non-amortizable (indefinite-lived) intangible assets:
In-process research and development (1)16,600—16,60016,600—16,600
Trademarks1,068—1,0681,068—1,068
Patents and trademarks pending393—393448—448
Total non-amortizable18,061—18,06118,116—18,116
Total intangible assets$367,970$(86,387)$281,583$258,527$(61,555)$196,972

(1)During the six months ended June 30, 2026, no in-process research and development costs were placed into service. During the six months ended June 30, 2025, approximately $15.3 million has been placed into service.

Amortization expense of intangible assets for the three and six months ended June 30, 2026 was $13.4 million and $24.9 million, respectively. Amortization expense of intangible assets for the three and six months ended June 30, 2025 was $6.7 million and $13.3 million, respectively. Estimated amortization for intangible assets with definite lives for the remaining six months of 2026, the next five years ended December 31, and thereafter, is as follows (in thousands):

2026 remaining$26,872
202752,521
202850,289
202947,336
203035,726
203118,341
Thereafter32,437
Total$263,522

Note 6 – Strategic Investments

During the six months ended June 30, 2026, we closed a series of transactions to acquire additional equity interests in an existing strategic investee for an aggregate amount of $189.8 million. We also recognized a gain of $158.8 million related to an observable price change for existing investments in the same strategic investee. During the six months ended June 30, 2026, we also acquired equity interests in a separate strategic investee for an aggregate amount of $49.9 million.

During the six months ended June 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. 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 for cash consideration of $340.7 million in the same strategic investee, which was received during the six months ended June 30, 2025. Previously unrealized gains of $320.8 million were realized from the collective sales, net of $1.3 million of transaction costs.

The following table presents the carrying value of our strategic investments at June 30, 2026 and December 31, 2025 (in thousands):

June 30, 2026December 31, 2025
Equity securities:
Non-marketable equity securities (1)$848,099$416,236
Debt securities:
Non-marketable debt securities5,743597
Total strategic investments$853,842$416,833

(1)As of June 30, 2026 and December 31, 2025, the carrying value of our strategic investments held under the equity method of accounting was $24.5 million and $1.6 million, respectively.

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 June 30, 2026 were $176.0 million and $15.4 million, respectively.

As of June 30, 2026 and December 31, 2025, the carrying value of our variable interest assets in unconsolidated non-public variable interest entities was $126.1 million and $9.4 million, respectively. These balances reflect the maximum exposure to loss, which is limited to the carrying value of the interest.

The following table summarizes the gains and losses associated with our strategic investments during the three and six months ended June 30, 2026 and 2025 (in thousands):

Three Months Ended June 30,Six Months Ended June 30,
2026202520262025
Realized gains recognized on strategic investments during the period, net$240$47,339$37,971$320,817
Reversal of prior period cumulative unrealized (gains) losses, net, for securities sold during the period—(47,339)—(160,736)
Unrealized gains on strategic investments still held at the reporting date (1)5,566751164,4357,991
Unrealized losses, including impairments, on strategic investments still held at the reporting date (1)(97)(2,048)(97)(2,048)
Income (loss) from strategic investments, net$5,709$(1,297)$202,309$166,024

(1)Includes immaterial income (losses) from strategic investments held under the equity method of accounting, as well as immaterial unrealized gains (losses) for debt security strategic investments.

Note 7 – Accrued Liabilities

Accrued liabilities consisted of the following at June 30, 2026 and December 31, 2025 (in thousands):

June 30, 2026December 31, 2025
Accrued commissions$85,240$150,811
Accrued third-party product costs69,02273,497
Accrued salaries and benefits34,18935,251
Accrued income and other taxes33,01127,339
Accrued professional and IT fees32,57824,359
Accrued bonus32,43578,403
Accrued interest31,83731,855
Accrued inventory in transit25,64815,728
Accrued cloud hosting fees15,38014,049
Accrued warranty expense10,30210,858
Other accrued expenses54,29048,388
Total accrued liabilities$423,932$510,538

Note 8 – Debt

Notes payable, net, consisted of the following at June 30, 2026 and December 31, 2025 (in thousands):

June 30, 2026December 31, 2025
2030 Notes$1,000,000$1,000,000
2033 Notes750,000750,000
2027 Notes—81,110
Total principal1,750,0001,831,110
Unamortized debt issuance costs(18,183)(20,388)
Total carrying amount of notes payable, net1,731,8171,810,722
Less: current portion (1)—(80,552)
Long-term notes payable, net$1,731,817$1,730,170

(1)During the six months ended June 30, 2026, we redeemed and settled conversions in respect of all of our remaining outstanding 2027 Notes.

2030 and 2033 Notes

In March 2025, we issued $1.0 billion aggregate principal amount of 6.125% Senior Notes due 2030 (the “2030 Notes”) and $750.0 million aggregate principal amount of 6.250% Senior Notes due 2033 (the “2033 Notes” and, together with the 2030 Notes, the “Senior Notes”) in a private offering. Interest expense related to the Senior Notes was as follows (in thousands):

Three Months Ended June 30,Six Months Ended June 30,
2026202520262025
Contractual interest expense$27,031$27,031$54,062$33,038
Amortization of debt issuance costs8307791,647950
Total interest expense$27,861$27,810$55,709$33,988

The estimated fair value of our outstanding Senior Notes at June 30, 2026 and December 31, 2025 is as follows (in thousands):

June 30, 2026December 31, 2025
2030 Notes$1,018,680$1,036,830
2033 Notes769,688779,768

2027 Notes

In December 2022, we issued $690.0 million aggregate principal amount of our 0.50% Convertible Senior Notes due 2027 (the “2027 Notes”) in a private offering. During the year ended December 31, 2025, we entered into and closed separate, privately negotiated exchange agreements with certain holders of the 2027 Notes to exchange $604.3 million aggregate principal amount of the 2027 Notes for consideration consisting of cash and shares of our common stock. We had $81.1 million aggregate principal amount of 2027 Notes outstanding as of December 31, 2025. As of December 31, 2025, the total estimated fair value of the 2027 Notes was $204.0 million.

In December 2025, we delivered a notice of redemption to redeem all of our outstanding 2027 Notes in February 2026 at a redemption price equal to 100% of the principal amount of the notes to be redeemed, together with accrued and unpaid interest. Holders of the 2027 Notes were able to convert their notes prior to the redemption date for cash up to the principal amount of any notes being converted and shares of our common stock for any conversion obligation in excess of the principal amount. We redeemed $0.8 million aggregate principal amount of the 2027 Notes on February 10, 2026, and we settled conversions in respect of $80.3 million aggregate principal amount of the 2027 Notes on February 11, 2026, with $80.3 million in cash and 211,870 shares of our common stock. We also received 41,139 shares from option counterparties in connection with partial termination of the Note Hedge and Warrants in February 2026, as discussed further below. As a result, we have no 2027 Notes outstanding following settlement of the aforementioned redemption as of June 30, 2026. Interest expense related to the 2027 Notes was as follows (in thousands):

Three Months Ended June 30,Six Months Ended June 30,
2026202520262025
Contractual interest expense$—$353$44$1,133
Amortization of debt issuance costs—3325581,079
Total interest expense$—$685$602$2,212

Convertible Note Hedge

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

Purchase Price (in thousands)Shares Purchased
2027 Note Hedge$194,9943,016,680

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. As of June 30, 2026, 2,642,030 shares remain covered by the Note Hedge, which is subject to automatic exercise at expiration on December 15, 2027, unless earlier terminated.

Convertible Note Warrants

Proceeds (in thousands)Initial SharesStrike PriceFirst Expiration
2027 Warrants$124,2693,016,680$338.86March 15, 2028

In December 2022, we entered into warrant transactions with certain investment banks, whereby we sold Warrants to acquire, subject to adjustment, the number of shares of our common stock shown in the table above. If the average market value per share of our common stock exceeds the strike price of the Warrants, such Warrants can have a dilutive effect on our earnings per share to the extent we report net income. According to the terms of the Warrants, the Warrants will be automatically exercised over a 60-trading day period beginning on the first expiration date as set forth above, unless earlier terminated. As of June 30, 2026, 2,662,063 shares remain subject to the Warrants.

Line of Credit

Our credit agreement provides for a senior unsecured multi-currency revolving credit facility (the “Credit Agreement”) which includes 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), as well as availability for the issuance of letters of credit of $50.0 million.

As of June 30, 2026, 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 June 30, 2026, we had letters of credit outstanding of approximately $9.1 million under the facility and available borrowing of $290.9 million, excluding amounts available under the accordion feature. As of June 30, 2026, we are in compliance with the associated covenants under the Credit Agreement.

Note 9 – Income Taxes

Effective Tax Rate

The overall effective tax rate for the three months ended June 30, 2026 was 10.0%. This rate differs from the federal statutory rate due to the net tax benefit related to stock-based compensation and R&D tax credits, partially offset by increases in uncertain tax positions. The effective tax rate was favorably impacted by a $14.3 million net tax benefit related to stock-based compensation for stock awards that vested during the three months ended June 30, 2026.

By comparison, our overall effective tax rate for the three months ended June 30, 2025 was 192.9%. This rate differed from the federal statutory rate due to the net tax benefit related to stock-based compensation and R&D tax credits, partially offset by increases in uncertain tax positions and state taxes net of federal benefit. The effective tax rate was favorably impacted by a $56.7 million net tax benefit related to stock-based compensation for stock awards that vested during the three months ended June 30, 2025.

The overall effective tax rate for the six months ended June 30, 2026 was 14.7%. This rate differs from the federal statutory rate due to the net tax benefit related to stock-based compensation, R&D tax credits and a gain on a related investment transaction not recognized for tax, partially offset by increases in uncertain tax positions and state taxes net of federal benefit. The effective tax rate was favorably impacted by a $23.1 million net tax benefit related to stock-based compensation for stock awards that vested during the six months ended June 30, 2026.

By comparison, our overall effective tax rate for the six months ended June 30, 2025 was (78.5)%. This rate differed from the federal statutory rate due to the net tax benefit related to stock-based compensation and R&D tax credits, partially offset by increases in uncertain tax positions and state taxes net of federal benefit. The effective tax rate was favorably impacted by a $68.8 million net tax benefit related to stock-based compensation for stock awards that vested during the six months ended June 30, 2025.

Note 10 – Stockholders’ Equity

Our stock-based compensation program includes grants of service-based restricted stock units (“RSUs”), performance-based restricted stock units (“PSUs”), and performance-based stock options (“stock options”) under the Axon Enterprise, Inc. Amended and Restated 2022 Stock Incentive Plan (the “Amended 2022 Plan”) and grants of eXponential stock units (“XSUs”) under the Axon Enterprise, Inc. Employee eXponential Stock Plan (the “Employee XSP”) and the CEO Performance Award. With the exception of the Employee XSP as discussed further below, there were no significant changes to our RSUs, PSUs and stock options during the six months ended June 30, 2026.

Employee XSP and CEO Performance Award

The Employee XSP includes an approved pool of approximately 4.5 million shares of common stock reserved for grants of XSUs to employees. Approximately 0.9 million XSUs remain available to grant to employees under this program as of June 30, 2026. A total of approximately 0.5 million XSUs were granted during the six months ended June 30, 2026. Shareholders previously approved a grant of 679,102 XSUs for the CEO Performance Award on May 10, 2024.

On January 23, 2026, the Compensation Committee of the Board of Directors approved the addition of two incremental tranches to the Employee XSP. Consistent with prior tranches, Tranches 8 and 9 are performance-based and contingent upon achievement of stock price goals, operational goals, and minimum service requirements. These three independent vesting conditions are described in the following table:

Operational Goals (1) (in millions)Stock Price GoalMinimum Service Requirement
Tranche (2)RevenueAdj. EBITDAEmployee XSPCEO Performance AwardGoal Expiration
1$1,834or$382and$247.40andJune 2025December 2028December 31, 2026
22,293or497and309.25andDecember 2025December 2028December 31, 2027
32,866or611and386.56andJune 2026December 2029December 31, 2028
43,583or792and483.20andDecember 2026December 2029December 31, 2029
54,479or1,035and604.00andJune 2027December 2030December 31, 2030
65,599or1,347and755.00andDecember 2027December 2030December 31, 2031
76,999or1,697and943.75andJune 2028December 2030December 31, 2032
88,753or2,135and1,179.69andDecember 2029—December 31, 2033
910,940or2,681and1,474.61andJune 2031—December 31, 2034

(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. In connection with certain acquisitions which were completed in the first quarter of 2026, the operational goals were adjusted as required by the terms of the Employee XSP and CEO Performance Award grant agreements for the respective tranches.

(2) Tranches 1, 2, and 3 vested in June 2025, December 2025, and June 2026, respectively. As of June 30, 2026, for certain grantees, the shares acquired upon vesting of Tranche 3 remain subject to a holding period requirement under the plan, which will expire on the earlier of (i) December 31, 2030 and (ii) the date on which the subsequent tranche vests.

Stock-based Compensation Expense

The following table summarizes the composition of stock-based compensation expense for the three and six months ended June 30, 2026 and 2025 (in thousands):

Three Months Ended June 30,Six Months Ended June 30,
2026202520262025
Cost of product and service sales$11,341$12,561$22,050$25,448
Selling, general and administrative expenses70,98872,187137,507143,534
Research and development expenses61,66754,496119,140110,501
Total stock-based compensation expense (1)$143,996$139,244$278,697$279,483

(1)For the six months ended June 30, 2026, stock-based compensation expense included $0.7 million in non-recurring severance costs. Total non-recurring severance costs for the six months ended June 30, 2026 of $2.7 million also include $2.0 million of severance payments and employee benefits. The majority of these costs were recorded in selling, general and administrative expenses.

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 three months ended June 30, 2026, we sold approximately 0.2 million shares of our common stock under our ATM. We generated approximately $101.2 million in aggregate gross proceeds from sales under the ATM. We recorded aggregate net proceeds of $100.3 million in additional paid-in capital after deducting related expenses, including commissions to the sales agent and issuance costs of $0.9 million. As of June 30, 2026, approximately $0.2 million of these costs were not yet paid.

As of June 30, 2026, there were approximately 1.0 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 Incentive Plan

In May 2024, our shareholders approved 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 2.6 million shares of our common stock available for grant under the Amended 2022 Plan as of June 30, 2026.

Note 11 – 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 product 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 and us involving certain drone technology. Airspace seeks injunctive relief and treble damages in an unspecified amount. Infringement is denied and the litigation is stayed pending our validity challenges to all three asserted patents in the United States Patent and Trademark Office, which instituted review last fall. A decision is expected in October 2026. Separately, pending in the Western District of Texas (Case No. 1:24-cv-1497) is a patent infringement suit filed by CentralSquare Technologies LLC (“CST”) against Carbyne, Inc. and Carbyne, LTD (jointly “Carbyne”) relating to 911 technology. CST seeks injunctive relief and damages in an unspecified amount. Carbyne, which we acquired on February 18, 2026, denies infringement and has countersued CST for infringement of its own patent. Trial is set for May 2027.

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 June 30, 2026, 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 June 30, 2026, we had outstanding letters of credit issued under our credit facility of $9.1 million that are expected to expire through 2029. We also had outstanding letters of credit of $0.7 million that do not draw against our credit facility. Additionally, we had $8.1 million of outstanding surety bonds as of June 30, 2026, with expiration dates ranging through 2029.

Note 12 – 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 (1)Foreign Currency TranslationTotal
Balance, December 31, 2025$83$(11,889)$(11,806)
Other comprehensive income (loss)(111)647536
Balance, March 31, 2026(28)(11,242)(11,270)
Other comprehensive loss—(5,147)(5,147)
Balance, June 30, 2026$(28)$(16,389)$(16,417)

(1)Amounts are net of immaterial tax impacts.

Unrealized (Losses) on Available-for-Sale Investments (1)Foreign Currency TranslationTotal
Balance, December 31, 2024$(30)$(18,154)$(18,184)
Other comprehensive income (loss)(124)358234
Balance, March 31, 2025(154)(17,796)(17,950)
Other comprehensive income735,1595,232
Balance, June 30, 2025$(81)$(12,637)$(12,718)

(1)Amounts are net of immaterial tax impacts.

Note 13 – Segment Data

Information relative to our reportable segments was as follows (in thousands):

Three Months Ended June 30,
20262025
Connected DevicesSoftware and ServicesTotalConnected DevicesSoftware and ServicesTotal
Net sales$506,553$397,836$904,389$376,360$292,178$668,538
Cost of sales(243,861)(114,081)(357,942)(193,507)(71,288)(264,795)
Other segment items (1)7,64615,03022,6769,5509,68519,235
Adjusted gross margin$270,338$298,785$569,123$192,403$230,575$422,978
Other segment items (1)(22,676)(19,235)
Selling, general and administrative(290,982)(242,212)
Research and development(208,687)(162,567)
Interest income6,81523,253
Interest expense(28,101)(28,686)
Other income (loss), net7,192(32,414)
Income (loss) before provision for income taxes$32,684$(38,883)

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

Six Months Ended June 30,
20262025
Connected DevicesSoftware and ServicesTotalConnected DevicesSoftware and ServicesTotal
Net sales$959,374$752,360$1,711,734$717,256$554,915$1,272,171
Cost of sales(476,017)(211,984)(688,001)(363,688)(139,001)(502,689)
Other segment items (1)15,29727,01442,31118,97018,72237,692
Adjusted gross margin$498,654$567,390$1,066,044$372,538$434,636$807,174
Other segment items (1)(42,311)(37,692)
Selling, general and administrative(550,075)(465,721)
Research and development(397,637)(313,590)
Interest income17,42633,857
Interest expense(56,744)(36,507)
Other income, net196,20281,987
Income before provision for income taxes$232,905$69,508

(1) Other segment items includes the adjustment for noncash stock-based compensation expense, amortization of acquired intangible assets, compensation taxes related to Employee XSP vesting, non-recurring severance costs, and inventory step-up amortization related to acquisitions 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 June 30,
20262025
Connected DevicesSoftware and ServicesTotalConnected DevicesSoftware and ServicesTotal
Depreciation and amortization$12,429$9,037$21,466$8,310$4,098$12,408
Significant noncash items:
Stock-based compensation expense5,5165,82511,3417,5834,97812,561
Warranty reserve expense3,766—3,7663,015—3,015
Provisions for inventory(223)—(223)995—995
Six Months Ended June 30,
20262025
Connected DevicesSoftware and ServicesTotalConnected DevicesSoftware and ServicesTotal
Depreciation and amortization$24,195$17,052$41,247$17,595$8,057$25,652
Significant noncash items:
Stock-based compensation expense11,29110,55321,84415,05910,38925,448
Warranty reserve expense6,855—6,8556,794—6,794
Provisions for inventory714—7141,841—1,841

Note 14 – Business Combinations

The consolidated financial statements include the operating results from each acquisition from the date of acquisition noted below. Supplemental pro forma information has not been presented as the effects of the business combinations during the three and six months ended June 30, 2026 were not material to our consolidated financial statements.

2026 Business Combinations

Carbyne

On February 18, 2026, we acquired the remaining 89.3% interest in Carbyne Ltd. (“Carbyne”), a leading cloud-native emergency communications and response platform. Net of cash acquired and equity consideration attributable to pre-combination service, total cash paid in the business combination was approximately $551.7 million. Incremental consideration transferred was approximately $563.2 million. The acquisition aligns with our mission and positions us to accelerate next-generation public safety communications and emergency response solutions. We recorded acquisition-related transaction and integration costs of $3.0 million and $9.0 million during the three and six months ended June 30, 2026, respectively. Our existing interest of approximately 10.7% had a fair value at the acquisition date of $67.5 million, which resulted in a non-taxable gain of $38.0 million.

The purchase price allocation is subject to revision during the measurement period for purchase accounting adjustments to balances such as intangible assets, pre-acquisition legal contingencies, working capital, and income tax assets and liabilities, and is expected to be completed by the first quarter of 2027. During the three months ended June 30, 2026, we recorded immaterial measurement period adjustments. Based on the current purchase price allocation, including measurement period adjustments, we have recorded $523.3 million of goodwill, $108.2 million of identifiable intangible assets, $10.1 million of acquired cash, and assumed $8.7 million of other net liabilities, excluding deferred taxes. We also recorded net deferred tax liabilities of $2.2 million.

As of the acquisition date, the identifiable intangible assets included $79.0 million of developed technology, $27.1 million of customer relationships, and $2.1 million of trademarks. The fair values of the intangible assets were calculated using the multi-period excess earnings method for the developed technology, the distributor method for customer relationships, and the relief-from-royalty method for the trademarks. The significant assumptions used to estimate the fair value of the developed technology included projected revenues, estimated economic life of 8 years, and an appropriate discount rate. The significant assumptions used to estimate the fair value of the customer relationships included projected revenues, customer attrition rates, distributor margins, and appropriate discount rates. The weighted average amortization period of the acquired intangible assets as of the acquisition date was 7.9 years.

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

2025 Business Combinations

Prepared

On October 1, 2025, we acquired the remaining 99.2% interest in Invictus Apps, Inc. (“Prepared”), a leading provider of AI-powered emergency communications software. Net of cash acquired and equity consideration attributable to pre-combination service, total cash paid in the business combination was approximately $624.1 million. Incremental consideration transferred was approximately $728.2 million. The acquisition aligns with our mission and positions us to accelerate next-generation public safety communications and emergency response solutions. Acquisition-related transaction and integration costs were immaterial for the three and six months ended June 30, 2026. Our existing interest of approximately 0.8% had a fair value at the acquisition date of $6.2 million, which resulted in a non-taxable gain of $2.2 million.

The purchase price allocation is subject to revision during the measurement period for normal closing activities, such as income tax filings and settlement of escrow balances, which is expected to be completed by the third quarter of 2026. During the six months ended June 30, 2026, we recorded immaterial measurement period adjustments. Based on the current purchase price allocation, including measurement period adjustments, we have recorded $598.3 million of goodwill, $98.9 million of acquired cash, $47.5 million of identifiable intangible assets, and assumed $0.9 million of other net liabilities, excluding deferred taxes. We also recorded net deferred tax liabilities of $9.4 million.

As of the acquisition date, the identifiable intangible assets included $37.0 million of developed technology, $7.3 million of customer relationships, and $3.2 million of trademarks. The fair values of the intangible assets were calculated using the relief-from-royalty method for the developed technology, the multi-period excess earnings method for customer relationships, and the relief-from-royalty method for the trademarks. The significant assumptions used to estimate the fair value of the developed technology included projected revenues, the selected royalty rate, estimated economic life of 5 years, and an appropriate discount rate. The weighted average amortization period of the acquired intangible assets as of the acquisition date was 5 years.

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

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