XML 35 R21.htm IDEA: XBRL DOCUMENT v3.25.4
Stockholders' Equity
 12 Months Ended
Dec. 31, 2025
Equity [Abstract]  
Stockholders' Equity Stockholders’ Equity
Common Stock and Preferred Stock
We have authorized the issuance of two classes of stock designated as “common stock” and “preferred stock,” each having a par value of $0.00001 per share. We are authorized to issue 200 million shares of common stock and 25 million shares of preferred stock.
eXponential Stock Units

The Employee XSP includes an approved pool of approximately 4.5 million shares of common stock reserved for grants of XSUs to employees, of which approximately 1.1 million XSUs remain available to grant to employees under this program as of December 31, 2025. A total of approximately 0.2 million XSUs were granted during the year ended December 31, 2025. Additionally, on May 10, 2024, shareholders approved a grant of 679,102 XSUs for the CEO Performance Award.
The three independent vesting conditions are described in the following table:
Operational Goals(1)
(in millions)
Stock Price
Goal		Minimum Service Requirement
Tranche(2)
Revenue
Adj. EBITDA(3)
Employee XSPCEO Performance AwardGoal Expiration
1$1,834or$382and$247.40andJune 2025December 2028December 31, 2026
22,293or497and309.25andDecember 2025December 2028December 31, 2027
32,866or611and386.56andJune 2026December 2029December 31, 2028
43,583or801and483.20andDecember 2026December 2029December 31, 2029
54,479or1,044and604.00andJune 2027December 2030December 31, 2030
65,599or1,356and755.00andDecember 2027December 2030December 31, 2031
76,999or1,706and943.75andJune 2028December 2030December 31, 2032
(1)    Operational goals are measured, as of any date, for the previous four consecutive fiscal quarters, beginning with the Company's first full fiscal quarter ending after the fiscal quarter in which the grant date occurred.
(2)    Tranches 1 and 2 vested and settled in June 2025 and December 2025 respectively. As of December 31, 2025, for certain grantees, the shares acquired upon vesting and settlement of Tranche 2 remain subject to a holding period requirement under the plan, which will expire on the earlier of (i) December 31, 2030 and (ii) the date on which the subsequent tranche vests and settles.
(3)    In connection with certain acquisitions which were completed during fiscal year 2024, the adjusted EBITDA goals were adjusted as required by the terms of the Employee XSP and CEO Performance Award during fiscal year 2025.
Restricted Stock Units
The following table summarizes RSU activity for the years ended December 31, 2025, 2024 and 2023 (number of units and aggregate intrinsic value in thousands):
202520242023
Number of
Units		Weighted Average
Grant-Date Fair Value		Number of
Units		Weighted Average
Grant-Date Fair Value		Number of
Units		Weighted Average
Grant-Date Fair Value
Units outstanding, beginning of year1,684 $356.31 1,615$193.09 1,565$145.48 
Granted639 627.27 1,131440.76 915227.62 
Released(786)281.06 (909)196.35 (740)140.81 
Forfeited(135)501.16 (153)208.12 (125)157.95 
Units outstanding, end of year1,402 508.09 1,684356.31 1,615193.09 
Aggregate intrinsic value at year end$795,982 $1,000,769 $417,240 
Aggregate intrinsic value represents our closing stock price on the last trading day of the period, which was $567.93 per share, multiplied by the number of RSUs outstanding. The fair value as of the respective vesting dates of RSUs that vested during the year was $497.7 million, $426.3 million, and $161.7 million for the years ended December 31, 2025, 2024, and 2023, respectively.
As of December 31, 2025, we had $566.6 million of total unrecognized stock-based compensation expense related to RSUs under our stock plans for shares that are expected to vest. We expect to recognize the cost related to the RSUs over a weighted average period of 2.50 years. Shares underlying RSUs are generally released when vesting requirements are met.
Certain RSUs that vested in the year ended December 31, 2025 were net-share settled, such that we withheld shares to cover the employees’ tax obligations for the applicable income and other employment taxes, and remitted the cash to the appropriate taxing authorities. Related to these RSU vests, we withheld a total of 0.1 million shares. The value of these shares withheld was $58.5 million, which reflects the closing stock price on the respective vesting dates.
Performance Stock Units
The following table summarizes PSU activity, inclusive of XSUs, for the years ended December 31, 2025, 2024 and 2023 (number of units and aggregate intrinsic value in thousands):
202520242023
Number of
Units		Weighted Average
Grant-Date Fair Value		Number of
Units		Weighted Average
Grant-Date Fair Value		Number of
Units		Weighted Average
Grant-Date Fair Value
Units outstanding, beginning of year4,865 $261.18 394$201.61 1,369$43.43 
Granted216 573.26 4,888263.13 319218.04 
Released(1,072)291.25 (23)140.90 (1,238)37.98 
Forfeited(359)309.92 (394)232.94 (56)48.40 
Units outstanding, end of year3,650 265.99 4,865261.18 394201.61 
Aggregate intrinsic value at year end$2,072,713 $2,891,142 $101,751 
Aggregate intrinsic value represents our closing stock price on the last trading day of the period, which was $567.93 per share, multiplied by the number of PSUs outstanding. The fair value as of the respective vesting dates of PSUs that vested during the year was $691.7 million, $8.4 million, and $256.5 million for the years ended December 31, 2025, 2024, and 2023, respectively.
As of December 31, 2025, there was $609.2 million in unrecognized stock-based compensation expense related to PSUs under our stock plans for shares that are expected to vest. We expect to recognize the cost related to the PSUs over a weighted average period of 4.01 years. Shares underlying PSUs are released when vesting requirements are met.
Certain PSUs that vested in the year ended December 31, 2025 were net-share settled such that we withheld shares to cover the employees’ tax obligations for the applicable income and other employment taxes, and remitted the cash to the appropriate taxing authorities. Related to these PSU vests, we withheld a total of 0.5 million shares. The value of these shares withheld was $293.4 million, which reflects the closing stock price on the respective vesting dates.
Stock Option Activity
The following table summarizes stock option activity for the years ended December 31, 2025, 2024 and 2023 (number of options and aggregate intrinsic value in thousands):
202520242023
Number of OptionsWeighted Average Exercise PriceWeighted Average Remaining Contractual Life (years)Number of OptionsWeighted Average Exercise PriceWeighted Average Remaining Contractual Life (years)Number of OptionsWeighted Average Exercise PriceWeighted Average Remaining Contractual Life (years)
Options outstanding, beginning of year21 $28.58 531 $28.58 2,438 $28.58 
Granted— — — — — — 
Exercised— — (510)28.58 (1,907)28.58 
Expired / terminated— — — — — — 
Options outstanding and exercisable, end of year21 28.58 2.1521 28.58 3.15531 28.58 4.16
Aggregate intrinsic value at year end$11,289 $11,842 $121,981 
No options were exercised for the year ended December 31, 2025. The total intrinsic value of options exercised was $178.1 million and $323.0 million for the years ended December 2024, and 2023, respectively. The intrinsic value for options exercised was calculated as the difference between the exercise price of the underlying stock option awards and the market price of our common stock on the date of exercise. As of December 31, 2025, all outstanding stock options were fully vested and exercisable. The aggregate intrinsic value represents the difference between the exercise price of the underlying stock option awards and the closing market price of our common stock of $567.93 on the last trading day for the period ending December 31, 2025.
Stock-based Compensation Expense

The following table summarizes the composition of stock-based compensation expense for the years ended December 31, 2025, 2024 and 2023 (in thousands):
202520242023
Cost of product and service sales$54,057 $60,089 $6,595 
Selling, general and administrative expenses342,362 190,561 58,533 
Research and development expenses237,812 131,954 66,230 
Total stock-based compensation expense (1)
$634,231 $382,604 $131,358 
Income tax benefit$130,968 $79,275 $13,509 
(1)For the year ended December 31, 2025, stock-based compensation expense included $24.1 million in non-recurring severance costs. Total non-recurring severance costs for the year-ended December 31, 2025 of $31.8 million also include $7.7 million of severance payments and employee benefits. The majority of these costs were recorded in selling, general and administrative expenses.
Stock Incentive Plans
In May 2024, our shareholders approved the Axon Enterprise, Inc. Amended and Restated 2022 Stock Incentive Plan (the “Amended 2022 Plan”) authorizing an additional 2.2 million shares, plus remaining available shares under prior plans, for issuance under the Amended 2022 Plan. Combined with the shares of our common stock remaining available under our legacy stock incentive plans, there are 2.8 million shares of our common stock available for grant under the Amended 2022 Plan as of December 31, 2025.
At-the-Market Equity Offering
We participate in an “at-the-market” equity offering program (the “ATM”), pursuant to which we are authorized to sell up to a total of approximately 2.0 million shares of our common stock.

During the year ended December 31, 2025, we sold approximately 0.7 million shares of our common stock under our ATM. We generated approximately $494.7 million in aggregate gross proceeds from sales under the ATM. We recorded aggregate net proceeds of $489.4 million in additional paid-in capital after deducting related expenses, including commissions to the sales agent and issuance costs of $5.3 million. As of the year ended December 31, 2025, approximately $0.1 million of these costs were not yet paid.
As of the year ended December 31, 2025, there were approximately 1.3 million shares remaining. We utilize the net proceeds from this offering program for general corporate purposes, which may include providing capital to satisfy a portion of the tax obligations related to the vesting and settlement of stock compensation awards granted to our employees under our stock plans and funding ongoing strategic investments and acquisitions as we continue to expand our product ecosystem.

Stock Repurchase Plan
In February 2016, our Board of Directors authorized a stock repurchase program to acquire up to $50.0 million of our outstanding common stock subject to stock market conditions and corporate considerations. There were no shares repurchased under the program during the years ended December 31, 2025, 2024, and 2023. As of December 31, 2025 and 2024, $16.3 million remained available under the plan for future purchases.