AXON ENTERPRISE INC

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant x

Filed by a Party other than the Registranto

Check the appropriate box:

Axon Enterprise, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

A Letter from Axon CEO, Rick Smith

Fellow shareholders,

As I reflect on 2024, I’m reminded why our mission to protect life is both urgent and timeless.

Across the world, headlines remain heavy—marked by conflict, extremism, injustice, and violence that leave lasting

impacts on communities everywhere. It would be easy to accept this as our inevitable future as global attention shifts

toward economics and trade.

Yet, at Axon, we remain grounded in a different belief: that technology, built with humanity at its core, can forge a better

future. We see this not only as our opportunity, but as our responsibility—our north star—guiding us as we boldly go. We

are thinking bigger, challenging the status quo, and building for a future others may not yet imagine.

In 2024, we began to show what that world can look like—at scale.

A New Era in Public Safety Technology

Our vision of a world where bullets are obsolete, where communities are safer, and where the tools of empathy,

transparency, and accountability take precedence over force is not a utopia but a possible reality. A new era in public safety

is here—powered by artificial intelligence, real-time data, and expanded human reach.

TASER has evolved from a device into a platform—the global standard in de-escalation—gaining adoption and redefining

what’s possible in the field. Now, inextricably linked with our VR training tools, this platform delivers a safer, more

effective alternative to lethal force than ever before.

We continue to invest in this platform, focused on improving performance and ability to achieve a successful connection.

Alongside a suite of AI-powered adaptive training solutions designed to prepare officers for the most dynamic and high-

pressure scenarios, TASER and Axon VR training technology is changing the game.

Our cameras and sensors are now real-time intelligence tools—streaming live video, enabling two-way communication,

and automating evidence workflows. Paired with Fusus, these devices plug into an expansive ecosystem of sensor data that

enhances response times and decision-making. Adoption continues to accelerate—not only across law enforcement, but

also in enterprise and commercial safety applications.

Axon is further harnessing the reach of this vast ecosystem of sensors with the power of AI—reducing administrative

workloads, accelerating outcomes, and freeing critical resources. Draft One is now the fastest-adopted software solution in

Axon history, and we’re just getting started.

What comes next will drive us even further. We’ve introduced the AI Era Plan, a suite of tools we will release over the

coming year to help agencies act faster, more effectively, and with greater precision. We are turning our body-worn

cameras into intelligent virtual assistants—freeing officers from the administrative burdens that distract from their mission

to protect and serve, and our roadmap continues to grow.

Further, robotics and drones are extending officers’ eyes and ears—providing critical context from a safe distance before

action is taken. With our acquisition of Dedrone and partnership with Skydio, our Drone as First Responder solution

further enhances real-time operational efficiency and brings this once-futuristic technology to life. By sending a drone to

the scene of a call before an officer arrives, we are enhancing safety, accelerating response, and giving agencies more

options in critical moments.

Together, these tools are becoming mission critical at times that matter most. They signal a powerful shift from reactive

tactics to proactive intelligence in the field. We are no longer just equipping first responders—we are advancing how they

operate.

Results That Reflect Our Mission

Axon’s momentum isn’t just about innovation—it’s backed by strong execution. In 2024, we achieved record revenue of

$2.1 billion, our third consecutive year of 30%+ revenue growth.

Our subscription-based model is deepening long-term visibility, strengthening our financial foundation, and fueling

continued reinvestment in the business. We delivered net income of $377 million (18.1% margin) and Adjusted EBITDA

of $521 million (25.0% margin). Our 2024 revenue and margin performance reflect achievement of previously stated

targets one full year ahead of our goal.

Looking ahead, we remain committed to delivering durable, profitable growth with a growing opportunity set ahead of us

that is represented by a $129 billion total addressable market.

What’s Next

I believe this is just the beginning of the story we will write at Axon. Our vision extends far beyond the verticals and

solutions we serve today. Public safety is undergoing a generational shift—Axon is leading the way.

We are investing more this year than ever before—and we’ll invest even more in the years ahead. Our team is growing, our

global profile is stronger than ever, and we remain focused on deep alignment with our customers. It is our mission and

theirs: to protect life.

To our employees, customers, and shareholders, thank you—for believing in our mission, for pushing us to innovate, and

for holding us accountable to delivering real impact.

We’re not just building a business. We’re solving problems that matter.

Let’s keep moving forward, together.

The best is yet to come.

-Rick

BUSINESS HIGHLIGHTS

Axon Enterprise, Inc. (“Axon,” the “Company,” “we” or “us”) is a technology leader in global public safety. In 2022, we

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

Axon is building the public safety operating system of the future by integrating a suite of hardware devices and cloud

software solutions that not only supports modern policing but also cater to federal agencies, corrections, justice and

enterprise-level security needs. Axon’s suite includes cloud-hosted digital evidence management solutions, productivity

and real-time operations software, body cameras, in-car cameras, TASER energy devices, drone and robotic security, and

training solutions.

Key Performance Highlights(1)

•Annual revenue surpassed $2 billion to mark our third consecutive year of 30%+ annual growth; reached annual

revenue goal one year ahead of target

•Annual net income of $377 million supported Adjusted EBITDA of $521 million

•Acquired Fusus and Dedrone to support our customers' desire for integrated product platforms

•Surpassed 1 million software users of our digital evidence management system.

Revenue

Total company revenue of $2.1 billion in 2024 achieved through compound annual revenue growth of 34% from 2021.

Profitability Measures

Adjusted EBITDA margin of 25% reached previously communicated target one year ahead of plan; over 500 basis points

of expansion over 2 years.

Total Shareholder Returns(2)(3)

AXON ranks above the 95th percentile among all S&P 500 companies for shareholder one-, three-, five- and 10-year

returns.

(1)Adjusted EBITDA and Adjusted EBITDA Margin are non-GAAP financial measures; see “Reconciliation to Non-GAAP

Measures” for definitions of non-GAAP financial measures and a reconciliation of such measures to the most directly

comparable GAAP measures.

(2)Repres ents stock price performance through December 31, 2024.

(3)See “Executive Compensation—Compensation Discussion and Analysis— Peer Comparator Group” for compensation peer

group.

CORPORATE GOVERNANCE HIGHLIGHTS

AXON ENTERPRISE, INC.

17800 North 85th Street

Scottsdale, Arizona 85255

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

May 29, 2025

To our Shareholders:

The 2025 Annual Meeting of Shareholders (the “Annual Meeting”) of Axon Enterprise, Inc. (the “Company” or “Axon”)

will be held at 1:00 p.m. Pacific time on Thursday, May 29, 2025. The Annual Meeting will be a completely virtual

meeting of shareholders. You will be able to attend the Annual Meeting, vote your shares electronically, and submit your

questions during the live webcast by visitingwww.virtualshareholdermeeting.com/AXON2025. You will need to have

your 16-digit control number included on your Notice of Internet Availability of Proxy Materials, on your proxy card, or on

your voting instruction card or form or other instructions that accompanied your proxy statement. The Annual Meeting will

be held for the following purposes:

1. Election of the directors of the Company named in the proxy statement;

2. Advisory vote to approve the compensation of the Company’s named executive officers; and

3. Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public

accounting firm for fiscal year 2025.

Only shareholders of record of the Company’s common stock at the close of business on March 31, 2025 are entitled to

notice of, and to vote at, the Annual Meeting or any postponement or adjournment thereof. Only shareholders with a valid

16-digit control number will be able to attend the Annual Meeting and vote, ask questions, and access the list of

shareholders as of the close of business on the record date for the Annual Meeting.

Your vote is very important. Whether or not you plan to attend the Annual Meeting, we encourage you to read the

proxy statement and vote as soon as possible. For specific instructions on how to vote your shares, please refer to the

section entitled“General Information About the Annual Meeting and Voting” in the proxy statement and the

instructions on your proxy card or the voting instruction card or form you receive from your broker, bank or other

intermediary. Please note that, if you hold shares in different accounts, it is important that you vote the shares

represented by each account.

If you have any questions concerning the proxy statement or the proposals, would like additional copies of the proxy

statement or need help voting your shares of Axon, please contact Axon’s proxy solicitor:

Innisfree M&A Incorporated

501 Madison Avenue

New York, NY 10022

Shareholders Call Toll Free: (877) 750-8129

International Callers: +1 (412) 232-3651

Brokers and Banks Call: (212)750-5833

By Order of the Board of Directors,

/s/ ISAIAH FIELDS

Isaiah Fields

Corporate Secretary

Scottsdale, Arizona

April 16, 2025

YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU EXPECT TO ATTEND THE ANNUAL MEETING,

PLEASE VOTE ON THE INTERNET, BY TELEPHONE, OR MARK, SIGN, DATE AND PROMPTLY RETURN

YOUR PROXY OR VOTING INSTRUCTION CARD OR FORM IN THE ENCLOSED ENVELOPE.