AXON ENTERPRISE INC

As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of

Regulation S-K under the Exchange Act, we are providing the following information about the relationship between

executive compensation actually paid and the financial performance of our Company. The following table sets forth the

compensation for our CEO or principal executive officer (“PEO”) and the average compensation for our other NEOs. For

further information concerning our compensation philosophy and how we align executive compensation with our

performance, see “Executive Compensation—Compensation Discussion and Analysis.”

(1)For each year presented, Patrick Smith was our PEO; reflects amounts reported in the Summary Compensation

Table for the respective years. Our non-PEO NEOs for 2024 were Ms. Bagley and Messrs. Isner, Kunins and

Brooks. Our non-PEO NEOs for 2023 were Ms. Bagley and Messrs. Isner and Kunins. Our non-PEO NEOs for

2022 were Ms. Bagley and Messrs. Isner, Kunins, Larson, Ahsan and Zito. Our non-PEO NEOs for 2021 were

Messrs. Larson, Ahsan, Isner and Kunins. Average compensation for the non-PEO NEOs reflects amounts

reported in the Summary Compensation Table for the respective years.

(2)Amounts shown for compensation actually paid (“CAP”) are computed in accordance with Item 402(v) of

Regulation S-K under the Exchange Act and do not reflect the actual amount of compensation earned by or paid to

the NEOs during the applicable year. These amounts reflect total compensation as reported in the Summary

Compensation Table with certain adjustments as required by Item 402(v) of Regulation S-K as described in Note

(3) below.

(3)CAP reflects the exclusions and inclusions of equity awards for the PEO and the other NEOs as set forth below

and calculated in accordance with ASC Topic 718. The valuation methodologies and assumptions used to

calculate CAP are based on the grant date fair value of these awards as disclosed in the Company’s consolidated

financial statements filed with the SEC on Annual Report on Form 10-K for each of the years reflected in the table

below:

Summary Compensation Table Total to CAP Reconciliation for the PEO and the other NEOs for 2024:

For purposes of the above adjustments, the fair value of the equity awards on the applicable date was determined in

accordance with FASB ASC Topic 718, using valuation methodologies that are generally consistent with those used to

determine the grant date fair value for accounting purposes.

(4)Total Shareholder Return (“TSR”) shown in this table utilizes the NASDAQ Composite Index that we use in the

stock performance graph required by Item 201(e) of Regulation S-K included in the Company’s consolidated

financial statements filed with the SEC in our 2024 Annual Report. The comparison assumes $100 was invested

for the period starting December 31, 2019 through December 31 of the applicable fiscal year in each of the

Company’s common stock and the NASDAQ Composite Index. All dollar values assume reinvestment of the pre-

tax value of dividends paid by companies included in the NASDAQ Composite Index. The historical stock price

performance of our common stock shown is not necessarily indicative of future stock price performance.

(5)Pursuant to Item 402(v) of Regulation S-K under the Exchange Act, we determined Adjusted EBITDA to be the

most important financial performance measure used to link Company performance to CAP for our PEO and our

other NEOs in 2024 and 2023. This performance measure may not have been the most important financial

performance measure for years 2022 and 2021 and we may determine a different financial performance measure

to be the most important such measure in future years. Adjusted EBITDA is defined as earnings before interest

expense; investment interest income; income taxes; depreciation; amortization; noncash stock-based compensation

expense; fair value adjustments related to strategic investments and marketable securities; transaction and

integration costs related to strategic investments and acquisitions including adjustments related to the foreign

currency impact of acquired intercompany balances that were unsettled as of the reporting date and plan to be

settled in the near term; inventory step-up amortization related to acquisitions; certain litigation costs and

recoveries related to (1) antitrust cases we consider to be non-recurring and outside of our core operating results

and (2) litigation matters for acquired companies that were unresolved at the date of the acquisition; and other

unusual, non-recurring pre-tax items that are not considered representative of our underlying operating

performance. For a reconciliation of Adjusted EBITDA to earnings, see “Reconciliation to Non-GAAP

Measures.”

(6)Refer to “Executive Compensation—Compensation Discussion and Analysis—Clawback Policy” for additional

details relating to the Revision and the resulting impacts on Revenue and Adjusted EBITDA. As such, Revenue

and Adjusted EBITDA for 2021 and subsequent periods have been revised accordingly.

Pay Versus Performance Relationship Descriptions:

Figure 1: Relationship between Axon’s CAP for PEO and NEOs (Average) vs. cumulative TSR of Axon and the peer

group

Figure 2: Relationship between Axon’s CAP for PEO and NEOs (Average) vs. Axon’s net income

Figure 3: Relationship between Axon’s CAP for PEO and NEOs (Average) vs. Adjusted EBITDA

Between 2020 and 2024, we experienced record stock price appreciation and operating performance, which led to

appreciation in the value of our 2018 CEO Performance Award and XSU awards granted under our 2019 XSPP, our 2024

Employee XSP and our 2024 CEO Performance Award.

Set forth below is a list of the three most important financial performance measures used to link executive compensation

actually paid to our NEOs during 2024 to Company performance:

•Adjusted EBITDA;

•Revenue; and

•Company stock price.