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AXON ENTERPRISE, INC.

For the period ended May 28, 2026. Filed Apr 16, 2026.

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About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 28, 2026 · Filed Apr 16, 2026

Use the contents to explore the available documents and sections.

AXON$313.00-18.2%Stored close · as of Nov 6, 2026
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Pay versus Performance

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.”

Value of Initial $100Investment Based on
YearSummaryCompensationTable Total forPEO (1)CompensationActually Paidto PEO (2) (3)Average SummaryCompensationTable Total forNon-PEO NEOs (1)AverageCompensationActually Paid toNon-PEO NEOs (2) (3)Total ShareholderReturnPeer GroupTotal ShareholderReturn (5)Net Income (loss)(in thousands)Adjusted EBITDA (6)(in thousands)
202540,001(12,580,422)1,049,8014,583,563$463.27$187.14$124,656$710,155
2024164,525,721385,171,51861,434,191151,439,028484.86154.48377,034521,375
202340,05843,533,12117,716,93828,506,155210.78119.22175,783331,396
202233,20313,687,3074,305,8692,091,584135.4082.43146,930232,033
202133,115253,610,5795,634,22730,194,861128.13122.18(56,339)183,086

(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 2025 were Ms. Bagley and Messrs. Isner, Kunins and

Brooks. 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 2025:

Calculation of Compensation Actually PaidCalculation for PEOCalculation for Average of Non-PEOs
Summary Compensation Table Total$40,001$1,049,801
Less grant date fair value of stock and option awards reflected in Summary Compensation Table——
Add year-end fair value of awards granted during the fiscal year that are outstanding and unvested as of the end of the fiscal year——
Add change in fair value (whether positive or negative) as of fiscal year-end for outstanding and unvested awards granted in prior fiscal years(12,620,423)(3,431,577)
Add fair value as of vesting date of awards granted during the fiscal year which vested in the same fiscal year——
Add change in fair value (whether positive or negative) as of vesting date of awards granted in prior fiscal years for which all applicable vesting conditions were satisfied during the fiscal year (4)—6,965,339
Subtract the fair value as of prior fiscal year-end for awards granted in prior years that failed to meet the applicable vesting conditions during the fiscal year——
Compensation Actually Paid$(12,580,422)$4,583,563

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)Certain of these awards remain subject to a holding period.

(5)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 2025 Annual Report. The comparison assumes $100 was invested

for the period starting December 31, 2020 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.

(6)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 2025, 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, marketable securities, and mark-to-market on our

non-qualified deferred compensation liabilities; debt inducement expense associated with the early repurchase of a

portion of our 2027 Notes; non-recurring severance costs, including employee cash payments, equity, and related

benefits; transaction and integration costs related to strategic investments and acquisitions, including the change in

fair value of contingent consideration arrangements; payroll taxes related to Employee XSP vesting and 2018

CEO Performance Award option exercises; costs (or subsequent recoveries of prior costs) related to certain legal

or regulatory matters we consider outside of our core operating activities; losses incurred as a result of the

disposal, abandonment, and impairment of property, equipment and intangible assets; inventory step-up

amortization related to acquisitions; and loss recoveries. For a reconciliation of adjusted EBITDA to net income,

see “Reconciliation of Non-GAAP Measures.”

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(1)

(1)Adjusted EBITDA is a non-GAAP financial measure; 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.

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 2025 to Company performance:

Adjusted EBITDA;

Revenue; and

Company stock price.

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