AXON ENTERPRISE, INC.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

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Axon Enterprise, Inc.

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A Letter from Axon CEO, Rick Smith

Fellow Shareholders,

I have been building this company for over 30 years. I have never been more energized—or more convinced that the

moment we are in will define a generation.

The world is changing faster than at any point in my career. Artificial intelligence (“AI”) is not an incremental advance. It

is a fundamental disruption—a force that will reshape industries, redefine what technology can do, and break companies

that are not ready for it. At the same time, the problems we set out to solve three decades ago—violence, injustice, a lack of

accountability—remain as urgent as ever.

These two realities are converging, and Axon sits at the intersection. Our mission to protect life has always demanded

imagination—the willingness to invent new solutions when the world said none existed. Now, for the first time, the

technology is advancing fast enough to match the scale of that ambition. What once felt like a distant aspiration is

becoming operational reality, and it is happening faster than any of us anticipated.

2025 was the year that came into focus. We delivered the strongest results in our history—not by playing it safe, but by

leaning in. And it starts with the reason we exist.

Our Moonshot: The First Signs of Progress

A few years ago, we set an audacious goal: cut gun-related deaths between police and the public in the U.S. in half by

2033. In 2025, for the first time, the trend line moved in the right direction—fatalities declined nearly 10% from their peak.

It is too early to claim direct causation, but we are hearing from customers every day about situations where officers

reached for their TASER device instead of their firearm, and a life was saved as a result. A major U.S. county sheriff's

office reported a 42% reduction in deputy-involved shootings, crediting TASER 10 and de-escalation training delivered

through our Virtual Reality (“VR”) platform as contributing factors.

This is not only about our latest TASER device getting into the hands of more people. We can build the greatest device

ever created, but if people are not trained to use it effectively, it does not deliver its true value. That is why we invested in

building a suite of VR training solutions over the past five years—leaning in before VR was common or widely adopted.

Last year, customers completed nearly half a million VR training sessions, and our platform is now one of the most widely

deployed in U.S. public safety. This year, we are infusing it with AI-powered features that will transform how officers are

trained in the decade ahead.

We lean in and make bold bets before it is safe to do so—that’s how we build our first-mover advantage. We believe that

advantage will compound over time—and the AI Era is here to prove that.

The AI Era Is Here—And Axon Is Built for It

We are living through a pivotal moment—not just for Axon, not just for public safety, but for humanity. This is the

moment where human and machine intelligence begin working together to solve problems that once felt permanent.

The world sees the risk AI poses to traditional software—but Axon is not just software. We are an integrated hardware and

software ecosystem, powered by massive real-world data, deployed in high-regulation environments, and—most

importantly—built on deep trust with customers who depend on us as their technology partner. That combination is

extraordinarily difficult to replicate, and it is why I believe AI is the greatest accelerant Axon has ever had.

Our differentiation is not the models—everyone has access to frontier models. It is the physical sockets already on the

officer: the body cameras, TASER devices, and sensors that hundreds of thousands of professionals wear every day. We do

not need to convince anyone to carry a new device. We embed AI directly into the tools they already depend on. Behind

those sockets sits some of the most sensitive operational data on earth, managed on our Evidence.com platform with the

highest standards of privacy and security. And connecting it all are the real-world workflows—records, reports, evidence

sharing, real-time operations—where AI unlocks value at every layer.

Just months after launch, more than 500 agencies went live on Axon Assistant, with officers translating conversations in

50+ languages, querying policy hands-free, and producing reports in a fraction of the time—all through the body cameras

they already wear. We are just getting started with what that assistant can do—and it is going to be exponentially more

powerful over just another few months.

Our strategy is resonating with our customers. In our first full year with our AI Era Plan—the package and the promise that

we have made to customers—we booked approximately $750 million. That’s beyond the rate of any individual software

product we’ve shipped to date, and well ahead of our expectations. It’s a sign that our customers trust us to be there for

them, and they trust us to show them the way.

My conviction is that nobody should be more aggressive or more thoughtful on AI than Axon. If we get that balance right,

we will not just be a vendor. We will be the partner our customers cannot imagine operating without. That is when the real

flywheel kicks in—deeper relationships, expanded footprints, and increasingly mission-critical problems landing on our

doorstep.

Building the World's Leading Safety Sensor Network

Our vision can be stated simply: the world's leading safety sensor network, fully connected and supercharged by AI.

Today, a TASER 10 cartridge is fired approximately every 30 seconds in the U.S. Our body cameras have recorded over 60

million hours of footage. Fusus powers more than one million monthly livestreams across 300,000+ connected community

cameras. Each data point is a node in a network that grows more connected and more intelligent every day—and every new

sensor, every new workflow, and every new customer makes the whole platform more valuable.

In 2025, we expanded that network significantly. Axon Vehicle Intelligence brought us into the fixed license plate reading

market—integrating live streaming, real-time alerts, and AI-powered vehicle descriptors into a unified workflow. Axon

Body Mini extends our ecosystem into commercial environments—retail, healthcare, logistics—with a compact, connected,

AI-powered camera purpose-built for enterprise workers.

And with our acquisitions of Prepared and Carbyne, Axon 911 extends the ecosystem to the very first moment a call for

help is made, connecting AI-enabled communications to the sensors, real-time operations, and documentation workflows

already in our network.

A decade ago, I saw pressure to shed our hardware businesses and chase software margins. I disagreed. My belief was and

remains that the most important customer problems require integrated solutions—not point products. What we have built is

an interconnected ecosystem of hardware, software, and cloud services embedded in heavily regulated industries through

long-term contracts.

Rather than being a target for disruption, we are the disruptor. We remain focused on our customers and where their needs

are not met, and that’s what leads us to disrupt existing workflows from so many angles. The current environment is

accelerating ability to do this at scale and we seek to build the platform our customers will trust to scale with them.

That focus won’t be replicated in pieces, and a vision is difficult to follow without being willing to take a risk and pioneer

it.

Protecting Life in More Places

Our ecosystem is not built for one use case. It is built for every environment where safety, documentation, and

accountability matter—and where technology has lagged for decades.

A correctional officer with the tools to de-escalate before conflict starts. A retail associate trained through immersive AI

scenarios, equipped with a body camera that connects them to their security team in seconds, with incidents automatically

summarized and transmitted to the appropriate response. A healthcare worker whose documentation burden drops so she

can focus on the patient in front of her. A federal agent with the same integrated platform as the local officer on the beat. A

prosecutor who walks into court with a clear, evidence-based picture of exactly what happened.

The platform is the same. The impact scales to every corner of public safety—and now beyond.

What excites me most is this: we are not building for just one of these futures. We are building for all of them. Every

critical incident follows three phases—observe, communicate, and act. Our sensors capture what is happening. Our

connected platform shares it in real time. And AI embedded natively in every workflow helps our customers act with

greater speed, clarity, and confidence. This is the difference between technology that assists and technology that

transforms. We are giving our customers genuine superpowers—the ability to do things that simply were not possible

before.

Results That Reflect Execution

Our mission is delivering financial results that match our ambition. Axon achieved record revenue of $2.8 billion in 2025,

up 33% year over year, our fourth consecutive year of annual growth above 30%. Software & Services grew over 40% and

now represents 43% of revenue. ARR reached $1.3 billion. Net revenue retention accelerated to 125%.

We delivered net income of $125 million at a 4.5% margin and adjusted EBITDA of $710 million at a 25.5% margin while

maintaining a Rule of 40 above 55—and we did it while investing aggressively in R&D, new product categories, and go-to-

market expansion.

These metrics measure our past execution, but they also excite me for our future. With only about 30% of customers on

premium subscription plans today, the runway ahead is substantial. We have set our strongest outlook ever heading into

2026, and our long-term targets reflect our confidence that we are still in the early innings of what this ecosystem can

become.

Let's Roll

Darwin got it right: it is not the strongest who survive, but the most adaptable. Axon has always been built on reinvention

—finding a way forward when others said there was none. That is not just our history. It is our competitive advantage.

Complacency is fatal. Pulling back would assure failure. Leaning in creates the future. We are taking bold risks, investing

aggressively, and reimagining everything AI can touch in our domain—while staying grounded in the mission and values

that have defined us from the start.

I have been doing this for over 30 years. I have never been more energized than I am right now. What I see inside this

company—teams delivering multiples of their original roadmaps, creativity accelerating at a pace I have never witnessed—

tells me we are in the right position at the right moment.

To our employees, customers, and shareholders—thank you for believing in what we are building. We are not just building

a business. We are solving problems that matter.

Let's roll.

-Rick

BUSINESS HIGHLIGHTS

Who We Are

Axon Enterprise, Inc. (“Axon,” the “Company,” “we” or “us”) is a technology company that provides integrated hardware

and software solutions. Founder-led since 1993, Axon began with a mission to protect life and has grown into a global

technology company serving a range of customers. Our products and services allow customers across the public and private

sector to capture and use critical data to support fully-connected operational workflows. Our trusted network seamlessly

integrates software and hardware with a range of connected devices, including TASER energy devices, cameras and

sensors, drones and robotics, cloud-based evidence management, records management, real-time operations software,

critical incident and emergency response systems, immersive training, and productivity tools – all enhanced by artificial

intelligence (“AI”). Designed to work together, these solutions create a unified, data-driven operating system that

prioritizes safety and helps protect people and places with greater speed, accuracy, transparency, and accountability.

Our integrated technology platform of hardware and software solutions advances our mission to (i) make the bullet

obsolete, (ii) reduce social conflict, and (iii) enable a fair and effective justice system. Our products and technology

solutions address complex, high-stakes challenges, and our mission attracts top talent. We aim to invent and deliver

technology solutions that progressively make the right things easier and the wrong things harder every day.

Axon is a diversified technology company with employees distributed across multiple geographies. Alongside our primary

corporate headquarters in Scottsdale, Arizona, we have hubs in many major cities across the United States and ongoing

international expansion across Europe, Asia, and the Americas, as we continue to drive our mission globally.

Our Business Segments

As of January 1, 2025, we realigned our business to better reflect our continued growth and expansion of our technology

solutions. Previously reported within two reportable segments, TASER and Software and Sensors, we realigned our

business in a manner that provides increased transparency and distinction between our software and services and hardware

components. Axon’s operations comprise a fully integrated suite of products across connected hardware, software, and

services which are disclosed in two reportable segments:

Software and Services: We develop, manufacture and sell cloud-based Software-as-a-Service solutions that

leverage AI and enable our customers to capture, securely store, manage, share and analyze video and other digital

evidence. Our software offerings also support productivity and real-time operations.

Connected Devices: We develop, manufacture and sell fully integrated hardware solutions, such as conducted

energy devices sold under the TASER brand, body cameras, fixed and in-car cameras, drone and counter-drone

technologies, and a broad ecosystem of accessories, extended warranties and related hardware products.

Key Performance Highlights(1)

•Annual revenue increased over 33% to mark our fourth consecutive year of 30%+ annual growth

•Annual net income of $125 million supported adjusted EBITDA of $710 million

•Generated annual bookings of $7.4 billion, up 46% year over year

•Introduced major product expansions, including Axon Vehicle Intelligence, Axon Assistant, Axon Body Mini and

Axon 911

Revenue

Total company revenue of $2.8 billion in 2025 achieved through compound annual revenue growth of 33% from 2022.

Profitability Measures

We delivered a full-year net income margin of 4.5% alongside a 25.5% adjusted EBITDA margin reflecting approximately

600 basis points of expansion since 2022.

Total Shareholder Returns(2)

AXON ranks above the 93rd percentile among all S&P 500 companies for shareholder three-, five- and 10-year returns.

(1)Adjusted EBITDA and adjusted EBITDA margin are non-GAAP financial measures; see “Reconciliation of Non-GAAP

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

comparable GAAP measures.

(2)Represents stock price performance through December 31, 2025.

CORPORATE GOVERNANCE HIGHLIGHTS

AXON ENTERPRISE, INC.

17800 North 85th Street

Scottsdale, Arizona 85255

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

May 28, 2026

To Our Shareholders:

The 2026 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 28, 2026. 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/AXON2026. 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 2026.

Only shareholders of record of the Company’s common stock at the close of business on March 31, 2026 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, 2026

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.