TRIMBLE INC.
For the period ended Apr 4, 2025. Filed May 12, 2025.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Apr 4, 2025 · Filed May 12, 2025
TRMB$54.11+0.9%Stored close · as of Nov 6, 2026
What changed in Risk Factors?
Read the current filingPrevious report: 10-Q
Period ended 2024-09-27; filed 2025-01-16.
0000864749-25-000014
Item 1A. Risk FactorsUnregistered Sales of Equity Securities and Use of ProceedsDefaults Upon Senior SecuritiesMine Safety DisclosuresOther InformationCurrent report: 10-Q
Period ended 2025-04-04; filed 2025-05-12.
0000864749-25-000113
Item 1A. Risk FactorsUnregistered Sales of Equity Securities and Use of ProceedsDefaults Upon Senior SecuritiesMine Safety DisclosuresOther InformationThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 22 previous paragraphs and 22 current paragraphs.
10 unchanged; 2 reworded; 10 added; 10 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 0 previous and 1 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (10)
Current report
(c) Issuer Purchase of Equity Securities
Current report
In the first quarter of 2025, the Board of Directors approved a new stock repurchase program authorizing up to $1.0 billion in repurchases of our common stock, which replaces the existing 2024 stock repurchase program.
Current report
Under the 2025 stock repurchase program, we may repurchase stock from time to time through accelerated stock repurchase programs, open market transactions, privately negotiated transactions, block purchases, tender offers, or other means. The timing and actual amount of any stock repurchased will depend on a variety of factors, including market conditions, our stock price, other available uses of capital, applicable legal requirements, and other factors. This program may be suspended, modified, or discontinued at any time without prior notice.
Current report
The following table provides information relating to our purchases of equity securities for the first quarter of 2025, which were made under the 2025 stock repurchase program:
Current report
•Rob Painter, Chief Executive Officer, an officer for purposes of Section 16 of the Exchange Act, adopted a trading plan on February 20, 2025. The trading plan was entered into during an open trading window and provides for potential sales of up to 90,000 shares of our common stock between May 27, 2025 and April 30, 2026.
Current report
•Kaigham Gabriel, Director, adopted a trading plan on February 20, 2025. The trading plan was entered into during an open trading window and provides for potential sales of up to 12,514 shares of our common stock between May 21, 2025 and August 20, 2025.
Current report
•Mark Schwartz, Senior Vice President, an officer for purposes of Section 16 of the Exchange Act, adopted a trading plan on February 24, 2025. The trading plan was entered into during an open trading window and provides for potential sales of up to 4,552 shares of our common stock between May 27, 2025 and December 31, 2025.
Current report
•Ronald Bisio, Senior Vice President, an officer for purposes of Section 16 of the Exchange Act, adopted a trading plan on February 24, 2025. The trading plan was entered into during an open trading window and provides for potential sales of up to 10,000 shares of our common stock between May 27, 2025 and May 26, 2026.
Current report
•James Dalton, Director, adopted a trading plan on February 26, 2025. The trading plan was entered into during an open trading window and provides for potential sales of up to 4,159 shares of our common stock between May 28, 2025 and March 10, 2026.
Current report
•Jennifer Allison, Corporate Vice President and General Counsel, an officer for purposes of Section 16 of the Exchange Act, adopted a trading plan on February 26, 2025. The trading plan was entered into during an open trading window and provides for potential sales of up to 3,156 shares of our common stock between May 27, 2025 and February 27, 2026.
Removed paragraphs (10)
Previous report
We have identified material weaknesses in our internal control over financial reporting, and if our remediation of such material weaknesses is not effective, it could impact our ability to produce timely and accurate financial statements or comply with applicable laws and regulations.
Previous report
As more fully disclosed in the 2023 Form 10-K/A, Part II, Item 9A, “Controls and Procedures,” we have identified material weaknesses in our internal control over financial reporting for the fiscal year ended December 29, 2023. A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.
Previous report
In the course of preparing our consolidated financial statements as of and for the fiscal year ended December 29, 2023, as included in the 2023 Form 10-K, we identified a material weakness related to the accounting for the Company’s business combination of Transporeon. This included lack of appropriate oversight of third-party valuation specialists and insufficient design and operating effectiveness of management review controls, including controls over the completeness and accuracy of certain assumptions used in the valuation of acquired intangible assets.
Previous report
Subsequent to the filing of the 2023 Form 10-K, management re-evaluated the effectiveness of our internal control over financial reporting. Based on this re-evaluation, we identified additional material weaknesses related to certain ITGCs, undue reliance on controls over IT interfaces, and the evaluation of standalone selling prices utilized in the accounting for revenue, all of which support the Company’s financial reporting processes.
Previous report
As previously disclosed, the Company had delayed the filing of this report and its Quarterly Reports on Form 10-Q for the periods ended March 29, 2024 (the “Q1 2024 10-Q”) and June 28, 2024 (the “Q2 2024 10-Q”) until the assessment of the impacts of the matters described above was complete. As a result of the delayed filings, the Company has not been in compliance with Nasdaq Listing Rule 5250(c)(1) (the “Listing Rule”), which requires listed companies to timely file all required periodic financial reports with the SEC.
Previous report
Based on materials submitted to The Nasdaq Stock Market LLC (“Nasdaq”) in connection with the delayed Q1 2024 10-Q and Q2 2024 10-Q filings, the Company received an extension until November 11, 2024 to regain compliance with the Listing Rule. When the Company did not meet this deadline and had not filed this report by its due date, the Company received a notification from Nasdaq (the “Nasdaq Notice”), informing the Company that Nasdaq had initiated a process (the “Staff Determination”), which could result in the delisting of the Company’s common stock from Nasdaq if the Company did not regain compliance with the Listing Rule. The Nasdaq Notice and the Staff Determination had no immediate effect and did not immediately result in the suspension of trading or delisting of the Company’s securities.
Previous report
The Company intends to regain compliance with the Listing Rule by filing this report and the Q1 2024 10-Q and the Q2 2024 10-Q and expects thereafter to receive a letter from Nasdaq informing the Company that it has regained compliance. As a result of our failure to timely meet our SEC reporting obligations, we will be unable to use Form S-3 for the twelve months after we made our delayed filings. This could make accessing the capital markets during this period more costly or less efficient.
Previous report
Furthermore, our management, under the oversight of the Audit Committee, has been taking actions to implement our remediation plan as described more fully in Part II, Item 9A, “Controls and Procedures” in the 2023 Form 10-K/A. Unless otherwise described herein, the material weaknesses will not be considered remediated until the applicable remedial controls operate for a sufficient period of time and management has concluded through testing that these controls are operating effectively.
Previous report
If we are not able to successfully remediate these material weaknesses, there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be presented or detected on a timely basis. Moreover, if we uncover additional material weaknesses, our financial statements may be inaccurate, and we may be unable to comply with our SEC filing obligations, which could prevent us from using Form S-3 or result in a Nasdaq delisting.
Reworded paragraphs (2)
Previous wording
The following risk factor updates the previously disclosed risk factor regarding certain material weaknesses in our internal control over financial reporting, as included under Item 1A “Risk Factors” in our 2023 Form 10-K. There have been no other material changes to our risk factor disclosures since our 2023 Form 10-K. The risk factors described in the 2023 Form 10-K and in this report are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially and adversely affect our business, financial condition, or operating results.
Current wording
There have been no material changes to the risk factor disclosures since our 2024 Form 10-K. The risk factors described in the 2024 Form 10-K are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially and adversely affect our business, financial condition, or operating results.
Previous wording
During the third quarter of 2024, none of our directors or executive officers (as defined in Rule 16a-1(f) under the Exchange Act)adopted orterminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement (each as defined in Item 408(a) of Regulation S-K under the Exchange Act).
Current wording
During the first quarter of 2025, the following Section 16 officers and directors (as defined in Rule 16a-1(f) under the Exchange Act) adopted a Rule 10b5-1 trading arrangement or anon-Rule 10b5-1 trading arrangement (each as defined in Item 408(a) of Regulation S-K under the Exchange Act) intended to satisfy the affirmative defense of Rule 10b5-1(c):