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424B5 1 d101255d424b5.htm 424B5 424B5

Filed Pursuant to Rule 424(b)(5)
Registration No. 333-277559

PRELIMINARY PROSPECTUS SUPPLEMENT

(To Prospectus dated February 29, 2024)

$1,000,000,000

LOGO

0% Convertible Senior Notes due 2031

We are offering $1,000,000,000 principal amount of our 0% Convertible Senior Notes due 2031 (the “notes”). The notes will not bear regular interest, and the principal amount of the notes will not accrete. Special interest will accrue on the notes solely under the circumstances and in the amounts described in this prospectus supplement. The notes will mature on September 15, 2031, unless earlier converted, redeemed or repurchased.

Holders may convert their notes at their option at any time prior to the close of business on the business day immediately preceding June 15, 2031, only under the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ending on December 31, 2026 (and only during such calendar quarter), if the last reported sale price of our common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price for the notes on each applicable trading day; (2) during the five business day period after any ten consecutive trading day period (the “measurement period”) in which the trading price (as defined in this prospectus supplement) per $1,000 principal amount of notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of our common stock and the conversion rate on each such trading day; (3) if we call (or are deemed to have called, in the case of an “optional redemption” (as defined below)) such notes for redemption (whether for optional or “cleanup redemption” (as defined below)), at any time prior to the close of business on the second scheduled trading day immediately preceding the related redemption date, but only with respect to the notes called (or deemed called, in the case of an optional redemption) for redemption; or (4) upon the occurrence of specified corporate events. On or after June 15, 2031, until the close of business on the second scheduled trading day immediately preceding the maturity date, holders of notes may convert all or any portion of their notes at any time, regardless of the foregoing circumstances. Upon conversion, we will pay or deliver, as the case may be, cash, shares of our common stock or a combination of cash and shares of our common stock, at our election, as described in this prospectus supplement.

The conversion rate for the notes will initially be 1.5336 shares of common stock per $1,000 principal amount of notes (equivalent to an initial conversion price of approximately $652.06 per share of common stock). The conversion rate will be subject to adjustment in some events but will not be adjusted for accrued and unpaid special interest, if any. In addition, following certain corporate events that occur prior to the maturity date or if we deliver a notice of redemption, we will, in certain circumstances, increase the conversion rate for a holder who elects to convert its notes in connection with such a corporate event or to convert its notes called (or deemed called, in the case of an optional redemption) for redemption during the related redemption period, as the case may be.

We may not redeem the notes prior to September 20, 2029, except in the event of a cleanup redemption as described below. On or after September 20, 2029, we may redeem for cash all or any portion of the notes (subject to the partial redemption limitation, as defined in this prospectus supplement), at our option, if the last reported sale price of our common stock has been at least 130% of the conversion price for the notes then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which we provide the related notice of redemption. We refer to such redemption at our option as an “optional redemption” in this prospectus supplement. In addition, we may redeem for cash all, but not less than all, of the notes at any time if the principal amount of notes outstanding at such time is less than 10% of the aggregate principal amount of the notes initially issued under the indenture. We refer to such redemption at our option as a “cleanup redemption” in this prospectus supplement. The redemption price for any optional redemption or cleanup redemption will be 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid special interest, if any, to, but excluding, the applicable redemption date, and we may not specify a redemption date that falls on or after the 31st scheduled trading day immediately preceding the maturity date. No sinking fund is provided for the notes.

If we undergo a fundamental change (as defined in this prospectus supplement), then, subject to certain conditions and except as described in this prospectus supplement, holders may require us to repurchase for cash all or any portion of their notes at a fundamental change repurchase price equal to 100% of the principal amount of the notes to be repurchased, plus accrued and unpaid special interest, if any, to, but excluding, the fundamental change repurchase date. In addition, if certain conditions are satisfied, holders may require us to repurchase their notes on an optional repurchase settlement date occurring on or around March 20, 2031, at a repurchase price equal to the principal amount of the notes to be repurchased, plus accrued and unpaid special interest, if any (a “holder repurchase option”), as described in this prospectus supplement. We refer to such repurchase of notes at the election of a holder as an “optional repurchase” in this prospectus supplement. We may elect to satisfy some or all of our obligation in respect of the principal amount of the repurchase price for the holder repurchase option by issuing or delivering shares of our common stock in certain circumstances, up to a specified maximum number of shares, with the remainder (if any) of the repurchase price payable in cash, all as further described in this prospectus supplement.

The notes will be our general unsecured obligations and will rank senior in right of payment to all of our indebtedness that is expressly subordinated in right of payment to the notes, equal in right of payment with all of our liabilities that are not so subordinated (including any borrowings under our existing or future revolving line of credit), effectively junior to any of our secured indebtedness to the extent of the value of the assets securing such indebtedness, and structurally junior to all indebtedness and other liabilities (including trade payables) of our subsidiaries.


	Public Offering Price⁽¹⁾					Underwriting Discounts					Proceeds to Axon, Before Expenses
	Per Note			Total		Per Note			Total		Per Note			Total
Notes offered hereby		100.00	%	$	1,000,000,000		1.15	%	$	11,500,000		98.85	%	$	988,500,000

(1)	We refer you to “Underwriting” beginning on page S-102 of this prospectus supplement for additional information regarding underwriting compensation.

Investing in the notes involves risks. See “Risk Factors” beginning on page S-20.

If the underwriters sell more notes than the total principal amount of notes set forth above, the underwriters have an option to purchase for settlement within an 11-day period beginning on, and including, the first date on which the notes are issued, up to an additional $150,000,000 aggregate principal amount of notes solely to cover over-allotments, if any.

We do not intend to apply to list the notes on any securities exchange or any automated dealer quotation system. Our common stock is listed on The NASDAQ Global Select Market under the symbol “AXON.” The last reported sale price of our common stock on The NASDAQ Global Select Market on September 15, 2026 was $442.08 per share.

We expect to deliver the notes in book-entry form through the facilities of The Depository Trust Company on or about September 18, 2026, which will be the second trading day after the initial trading date of the notes. Currently, trades in the secondary market for convertible notes ordinarily settle one trading day after the date of execution, unless the parties to the trade agree otherwise. Accordingly, investors in this offering who wish to sell their notes before the trading day preceding the delivery of the notes in this offering must specify an alternate settlement arrangement at the time of the trade to prevent a failed settlement. Those investors should consult their advisors.

Joint Book-Running Managers



Goldman Sachs & Co. LLC	Morgan Stanley	J.P. Morgan



RBC Capital Markets				Citigroup

Co-Managers

Baird

Citizens Capital Markets

Needham & Company

Piper Sandler

The date of this prospectus supplement is September 15, 2026

TABLE OF CONTENTS

Prospectus Supplement


Forward-Looking Statements			S-1
Prospectus Supplement Summary			S-5
Risk Factors			S-20
Use of Proceeds			S-34
Capitalization			S-35
Dividend Policy			S-37
Description of Other Indebtedness			S-38
Description of Notes			S-41
Description of the Capped Call Transactions			S-87
Description of Capital Stock			S-89
Certain U.S. Federal Income Tax Consequences			S-92
Certain ERISA Considerations			S-100
Underwriting			S-102
Legal Matters			S-111
Experts			S-111
Where You Can Find More Information			S-111
Incorporation by Reference			S-111

Prospectus


ABOUT THIS PROSPECTUS			1
RISK FACTORS			2
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS			3
THE COMPANY			4
USE OF PROCEEDS			5
DESCRIPTION OF CAPITAL STOCK			6
DESCRIPTION OF SENIOR DEBT SECURITIES			10
DESCRIPTION OF SUBORDINATED DEBT SECURITIES			19
DESCRIPTION OF WARRANTS			30
DESCRIPTION OF UNITS			32
PLAN OF DISTRIBUTION			33
SELLING SECURITYHOLDERS			36
LEGAL MATTERS			37
EXPERTS			37
WHERE YOU CAN FIND MORE INFORMATION			37
INCORPORATION BY REFERENCE			37

We and the underwriters have not authorized anyone to provide you with any information or to make any representations other than those contained and incorporated by reference in this prospectus supplement or the accompanying prospectus. We and the underwriters take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you.

You should not assume that the information included or incorporated by reference in this prospectus supplement or the accompanying prospectus is accurate as of any date other than the respective dates of the documents in which the information is contained. Our business, financial condition, results of operations and prospects could have changed since those dates.

Neither the delivery of this prospectus supplement or the accompanying prospectus nor any sale made hereunder shall under any circumstances imply that the information herein is correct as of any date subsequent to the date on the cover of this prospectus supplement.

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You should not consider any information included or incorporated by reference in this prospectus supplement or the accompanying prospectus to be legal, tax or investment advice. You should consult your own counsel, accountant and other advisors for legal, tax, business, financial and related advice regarding any purchase of the notes. Neither we nor the underwriters make any representation regarding the legality of an investment in the notes by any person under applicable investment or similar laws.

This prospectus supplement does not constitute an offer to sell or the solicitation of an offer to purchase any notes in any jurisdiction or to any person where the offer or solicitation is not permitted.

In this prospectus supplement, unless the context otherwise requires and except in the section “Description of Notes,” all references herein to “Axon Enterprise, Inc.,” “Axon,” the “Company,” “we,” “our” or “us” refer to Axon Enterprise, Inc., a Delaware corporation, and its consolidated subsidiaries.

TRADEMARKS, TRADE NAMES AND SERVICE MARKS

This document contains references to trademarks, trade names and service marks belonging to us or to other entities. Solely for convenience, trademarks, trade names and service marks referred to in this prospectus supplement may appear without the ^® or ^™ symbols, but such references are not intended to indicate, in any way, that we or the applicable licensor will not assert, to the fullest extent under applicable law, rights to these trademarks, trade names and service marks. We do not intend our use or display of other companies’ trademarks, trade names or service marks to imply, and such use or display should not be construed to imply, a relationship with, or endorsement or sponsorship of us by, any other companies.

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FORWARD-LOOKING STATEMENTS

This prospectus supplement and the documents incorporated by reference herein contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which statements involve substantial risk and uncertainties. We intend that such forward-looking statements be subject to the safe-harbor provided by the Private Securities Litigation Reform Act of 1995. From time to time, we also provide forward-looking statements in other materials we release to the public as well as verbal forward-looking statements. These forward-looking statements include, without limitation, statements regarding: proposed products and services and related development efforts and activities; expectations about the market for our current and future products and services, including statements related to our user base and customer profiles; the impact of pending litigation; strategies and trends relating to subscription plan programs and revenues; statements related to recently completed acquisitions; our anticipation that contracts with governmental customers will be fulfilled; our expectations about the future implementation of new strategies related to artificial intelligence; the timing and realization of future contracted revenue; the fulfillment of bookings; strategies and trends, including the amounts and benefits of, research and development investments; the sufficiency of our liquidity and financial resources; expectations about customer behavior; the impact on our investment portfolio of changes in interest rates; our potential use of foreign currency forward and option contracts; statements concerning projections, predictions, expectations, estimates or forecasts as to our business, financial and operational results and future economic performance; statements of management’s strategies, goals and objectives and other similar expressions; as well as the ultimate resolution of financial statement items requiring critical accounting estimates, including those set forth in our Annual Report on Form 10-K for the year ended December 31, 2025 (the “2025 Form 10-K”). Such statements give our current expectations or forecasts of future events; they do not relate strictly to historical or current facts. Words such as “may,” “will,” “should,” “could,” “would,” “predict,” “potential,” “continue,” “expect,” “anticipate,” “future,” “intend,” “plan,” “believe,” “estimate,” and similar expressions, as well as statements in future tense, identify forward-looking statements. However, not all forward-looking statements contain these identifying words.

We cannot guarantee that any forward-looking statement will be realized, although we believe we have been prudent in our plans and assumptions. Achievement of future results is subject to risks, uncertainties and potentially inaccurate assumptions. The following important factors could cause actual results to differ materially from those in the forward-looking statements: our exposure to cancellations of government contracts due to appropriation clauses, exercise of a cancellation clause, or non-exercise of contractually optional periods; the ability of law enforcement agencies to obtain funding, including based on tax revenues; our ability to design, introduce and sell new products, services or features; our ability to defend against litigation and protect our intellectual property, and the resulting costs of this activity; our ability to win bids through the open bidding process for governmental agencies; our ability to manage our supply chain and avoid production delays, shortages and impacts to expected gross margins; the impacts of inflation, macroeconomic conditions and global events; the impact of catastrophic events or public health emergencies; the impact of stock-based compensation expense, impairment expense, and income tax expense on our financial results; customer purchase behavior, including adoption of our software as a service delivery model; negative media publicity or sentiment regarding our products; the impact of various factors on projected gross margins; defects in, or misuse of, our products; changes in the costs of product components and labor; loss of customer data, a breach of security, or an extended outage, including by our third party cloud-based storage providers; exposure to international operational risks; delayed cash collections and possible credit losses due to our subscription model; changes in government regulations in the United States and in foreign markets, especially related to the classification of our products by the United States Bureau of Alcohol, Tobacco, Firearms and Explosives; our ability to integrate acquired businesses; the impact of declines in the fair values or impairment of our investments, including our strategic investments; our ability to attract and retain key personnel; litigation or inquiries and related time and costs; our ability to remediate the material weakness in our internal controls; and counter-party risks relating to cash balances held in excess of federally insured limits. Many events beyond our control may determine whether results we anticipate will be achieved. Should known or unknown risks or uncertainties materialize, or should

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underlying assumptions prove inaccurate, actual results could differ materially from past results and those anticipated, estimated or projected. You should bear this in mind as you consider forward-looking statements. You should understand that it is not possible to predict or identify all such factors. Consequently, you should not consider any such list to be a complete set of all potential risks or uncertainties.

The forward-looking statements made in this prospectus supplement and the documents incorporated by reference herein relate only to events as of the date on which such statements are made. We undertake no obligation to update any forward-looking statements after the date of this prospectus supplement and the documents incorporated by reference herein or to conform such statements to actual results or revised expectations, except as required by law. We may not actually achieve the plans, intentions, or expectations disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures, or investments we may make.

NON-GAAP FINANCIAL DATA

This prospectus supplement contains financial measures that are not calculated in accordance with U.S. generally accepted accounting principles (“GAAP”). To supplement our financial results presented in accordance with GAAP, we have presented the non-GAAP financial measures of EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin, Free Cash Flow, Adjusted Free Cash Flow, Adjusted Gross Margin and Adjusted Gross Margin %, in this prospectus supplement. Our management uses these non-GAAP financial measures in evaluating our performance in comparison to prior periods. We believe that both management and investors benefit from referring to these non-GAAP financial measures in assessing its performance, and when planning and forecasting our future periods. A reconciliation of GAAP to the non-GAAP financial measures is presented in “Summary—Summary Historical Consolidated Financial Data.” The below defines the non-GAAP measures used in this prospectus supplement:

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EBITDA (Most comparable GAAP Measure: Net income)—Earnings before interest expense, investment interest income, income taxes, depreciation and amortization.

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Adjusted EBITDA (Most comparable GAAP Measure: Net income)—Earnings before interest expense; investment interest income; income taxes; depreciation; amortization; all components of other income (loss), net, which is primarily comprised of fair value adjustments and income or losses related to strategic investments and marketable securities, debt inducement expense associated with the early repurchase of a portion of our 2027 Notes, foreign currency exchange gains and losses, net, and fees incurred related to our Credit Agreement; noncash stock-based compensation expense; transaction and integration costs related to strategic investments and acquisitions, including the change in fair value of contingent consideration arrangements; non-recurring severance costs, including employee cash payments, equity, and related benefits; costs (or subsequent recoveries of prior costs) related to certain legal or regulatory matters we consider outside of our core operating activities; mark-to-market adjustments on our non-qualified deferred compensation liabilities; compensation taxes related to Employee XSP vesting; losses incurred as a result of the disposal, abandonment, and impairment of property, equipment and intangible assets; and inventory step-up amortization related to acquisitions.

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Adjusted EBITDA Margin (Most comparable GAAP Measure: Net income margin)—Adjusted EBITDA as a percentage of net sales.

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Free Cash Flow (Most comparable GAAP Measure: Cash flow from operating activities)—Cash flows provided by operating activities minus purchases of property and equipment and intangible assets.

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Adjusted Free Cash Flow (Most comparable GAAP Measure: Cash flow from operating activities)—Free Cash Flow, excluding the net impact of investments in our new Scottsdale, Arizona campus and bond premium amortization.

Free Cash Flow and Adjusted Free Cash Flow are non-GAAP measures that we believe are useful to investors and management to evaluate our ability to generate cash flow from operations and the impact that this cash flow has on our liquidity.

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Adjusted Free Cash Flow Conversion (Most comparable GAAP measure: Cash flow from operating activities)—Adjusted Free Cash Flow divided by Adjusted EBITDA.

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Adjusted Gross Margin (Most comparable GAAP measure: Gross margin)—Gross margin before noncash stock-based compensation expense; compensation taxes related to Employee XSP vesting; amortization of acquired intangible assets; non-recurring severance costs, including employee cash payments, equity, and related benefits; and inventory step-up amortization related to acquisitions.

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Adjusted Gross Margin % (Most comparable GAAP measure: Gross margin)—Adjusted Gross Margin as a percentage of net sales.

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Adjusted SG&A Expenses (Most comparable GAAP measure: SG&A operating expenses)—Selling, general & administrative expenses (“SG&A”) minus SG&A stock-based compensation.

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Adjusted R&D Expenses (Most comparable GAAP measure: R&D operating expenses)—Research & Development expenses (“R&D”) minus R&D stock-based compensation.

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Adjusted Operating Expense (Most comparable GAAP measure: Operating expenses)—the sum of SG&A operating expenses and R&D operating expenses minus the sum of SG&A stock-based compensation and R&D stock-based compensation.

Caution on Use of Non-GAAP Measures

Although these non-GAAP financial measures are not consistent with GAAP, management believes investors will benefit by referring to these non-GAAP financial measures when assessing our operating results, as well as when forecasting and analyzing future periods. However, management recognizes that:

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these non-GAAP financial measures are limited in their usefulness and should be considered only as a supplement to our GAAP financial measures;

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these non-GAAP financial measures should not be considered in isolation from, or as a substitute for, our GAAP financial measures;

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these non-GAAP financial measures should not be considered to be superior to our GAAP financial measures; and

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these non-GAAP financial measures were not prepared in accordance with GAAP or under a comprehensive set of rules or principles proposed by a third party.

Further, these non-GAAP financial measures may be unique to us, as they may be different from similarly titled non-GAAP financial measures used by other companies. As such, the presentation of non-GAAP financial measures in this prospectus supplement may not enhance the comparability of our results to the results of other companies.

CERTAIN STATISTICAL DEFINITIONS

This prospectus supplement contains a presentation of net revenue retention, annual recurring revenue, total addressable market and future contracted bookings.

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Net revenue retention is an important metric to measure our ability to retain and expand our relationships with existing customers. We calculate it as the software, camera and TASER warranty subscription and support revenue from a base set of agency customers from which we generated Axon Cloud subscription and warranty revenue in the last month of a quarter divided by the software and camera warranty subscription and support revenue from the year-ago month of that same customer base. This calculation includes high-margin warranty revenue but purposely excludes the lower-margin hardware subscription component of the customer contracts, as it is meant to be a SaaS metric that we use to monitor the health of the recurring revenue business we are building. This calculation also excludes the implied monthly revenue contribution of customers that were added since the year-ago quarter, and therefore excludes the benefit of new customer acquisition. The metric includes customers, if any, that terminated during the annual period, and therefore, this metric is inclusive of customer churn. This metric is downwardly adjusted to account for the effect of phased deployments—meaning that, for the year-ago period, we consider the total contractually obligated implied monthly revenue amount, rather than monthly revenue amounts that might have been in actuality smaller on a GAAP basis due to the customer not having yet fully deployed their Axon solution.

Annual recurring revenue is a performance indicator that management believes provides more visibility into the growth of our revenue generated by our highest margin, recurring services. Annual recurring revenue should be viewed independently of revenue and deferred revenue because it is an operating measure and is not intended to be combined with or to replace GAAP revenue or deferred revenue, as they can be impacted by contract start and end dates and renewal rates. Annual recurring revenue is not intended to be a replacement or forecast of revenue or deferred revenue. We calculate annual recurring revenue as monthly recurring license, integration, warranty and storage revenue, annualized.

Our total addressable market (TAM) methodology estimates annual potential spending on Axon products by considering total possible users in regions and markets we are selling into or that we intend to sell into in the near future (in each case), based on publicly available user data by job category from U.S. Bureau of Labor Statistics and other public sources, as well as current annual subscription pricing for existing products and estimated annual pricing for future products, based on an analysis of market-supported pricing. Note that with Axon’s integrated bundles, under ASC 606, product (hardware) revenue is recognized upon shipment to the customer and service (software) revenue is recognized over time as a time-based obligation to the customer. The TAM, as presented, shows potential annual subscription spending. Subscription spending equals revenue recognized over the life of a multi-year contract, but spending and revenue do not always match up in the same year due to the timing difference between subscription-based payments and revenue recognition. The Digital Evidence Management TAM products include Axon Evidence licenses and storage for both 1P and 3P devices. “Added software” includes Auto-Tagging, Redaction, Third-Party Video Playback, Performance, Community Request, My90 and Axon Fleet software, including ALPR. Real-time operations includes Axon Respond, Axon Dispatch and Fusus. The Axon Air TAM includes Axon drone and robotic security solutions, Sky-Hero and Dedrone.

Future contracted bookings is an operational metric that tracks our total unfulfilled contracted bookings, including remaining performance obligations, in addition to contracts with certain termination or other clauses that exclude them from remaining performance obligations. Total future contracted bookings for products and services represent total orders that the Company has received and not yet performed. Beginning during the quarter ended September 30, 2025, we updated future contracted bookings to include cumulative gross bookings, including amounts associated with third-party agent arrangements, where we may only recognize the net portion expected to be paid on behalf of our customers as revenue. The impact of this change in historical periods was determined to be immaterial, so historical amounts presented herein have not been recast. The amounts associated with third-party agent arrangements not recognized will be eliminated from future contracted bookings upon fulfillment. This operational metric is subject to change based on future events, including terminations for convenience, the execution of optional periods or other contract modifications or cancellations. This operational metric may be unique to us, as it may be different from similarly titled operational metrics used by other companies. As such, the presentation of this operational metric may not enhance the comparability of our results to the results of other companies.

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PROSPECTUS SUPPLEMENT SUMMARY

This summary highlights information included or incorporated by reference in this prospectus supplement. Because this is only a summary, it does not contain all of the information that may be important to you. For a more complete understanding of our business and financial affairs, you should read this entire prospectus supplement, including the section titled “Risk Factors” and our 2025 Form 10-K, including the section titled “Risk Factors” and our consolidated financial statements and the related notes thereto, which 2025 Form 10-K is incorporated by reference in this prospectus supplement, the accompanying prospectus and the other documents incorporated by reference in this prospectus supplement, before making a decision whether to invest in our securities.

Overview

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.

We believe we are serving a $159 billion total addressable market (TAM). By end customer, we believe that our TAM is comprised of approximately $19 billion related to U.S. state and local customers, $48 billion related to enterprise customers, $76 billion related to international government customers, $12 billion related to U.S. federal customers and $5 billion related to civilian customers. As of June 30, 2026, approximately 75% of our revenue is derived from U.S. state and local law enforcement customers, which represents approximately 15% penetration of the $19 billion TAM that we believe is attributable to that segment. By product area, we believe that our TAM is comprised of approximately $41 billion related to digital evidence management and add-ons, $14 billion related to TASER and training, $13 billion related to body cameras, $17 billion related to AI plans, $25 billion related to real-time operations, $20 billion related to drones and robotics and $30 billion related to vehicle intelligence.

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.

Axon’s operations comprise two reportable segments:

Software and Services: We develop, manufacture and sell cloud-based Software-as-a-Service (“SaaS”) solutions that leverage AI and enable our customers to capture, securely store, manage, share and

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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 (“CEDs”) 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 Product Category Revenue Drivers: What We Offer

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Axon’s products and services are designed to operate as an integrated ecosystem consisting of integrated connected hardware devices, cloud-hosted software applications and real-time operational tools. Our revenue is derived from a combination of hardware sales, multi-year recurring software subscriptions, professional services, and extended warranties. Our net revenue retention was 126% in the quarter ended June 30, 2026. Additionally, as of June 30, 2026 we had $15.1 billion in future contracted bookings, representing a 46% compounded annual growth rate (“CAGR”) compared to $3.3 billion in future contracted bookings as of June 30, 2022.

The following describes the principal product categories that drive revenue across our two reportable segments:

Software and Services: Axon has a suite of cloud-based, SaaS solutions that deeply integrate with our hardware to benefit customers and drive annual recurring revenue, which totaled $1.6 billion as of June 30, 2026, representing a 42% CAGR compared to $398 million in annual recurring revenue as of June 30, 2022. Revenue from our SaaS solutions is primarily driven from subscription licensing, premium offering adoptions, and ecosystem expansion. Our SaaS solutions can be best categorized into three categories:

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Digital Evidence Management: Axon Evidence is a secure, cloud-based platform that enables public safety to efficiently store, manage and share critical evidence while ensuring chain of custody and compliance.

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Productivity Solutions: Our productivity suite includes Axon Records, Axon Standards, and a suite of solutions available under our AI Era Plan, including Real-Time Translation, Draft One, Policy Chat, and Auto-Transcribe, among others. These offerings are designed to boost efficiency and improve decision-making through automation, data integration, and intelligent workflows.

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Axon continued to see strong adoption of its AI and counter-drone offerings, with AI Era revenue growing nearly 700% during the three months ended June 30, 2026, as compared to the three months ended June 30, 2025.

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Real-time Operations: Our real-time operations capabilities, which include Axon Respond, integrates location data, signal alerts and video feeds to provide a complete picture of evolving situations as they occur.

Connected Devices: Our Connected Devices segment consists of hardware products that seamlessly integrate with our suite of software solutions to revolutionize our customers’ capabilities for capturing, analyzing, and responding to real-world events. Revenue in this segment is derived from device sales, accessories, and related extended warranties. These products are designed to operate as a networked system and include devices such as cameras, sensors, drones, and personal protection equipment across the following three categories:

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TASER: We develop smart devices, tools and services that support public safety officers in de-escalating situations, avoiding or minimizing use of force and aiding consumer personal

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protection. TASER energy devices are used by public safety customers as a less-lethal force option to de-escalate conflict. Revenue is generated through device sales, cartridges, accessories, and extended warranties.

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Personal Sensors: Axon devices address many needs, including transparency, real-time situational awareness, and accurate capture and integration of evidence with software workflows. Product categories within personal sensors include Axon Body cameras and accessories. Our software solutions also support an open ecosystem of connected devices produced by other vendors.

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Platform Solutions: Platform Solutions include Axon Fleet in-car video systems, fixed cameras, drone and counter-drone technology, virtual reality (“VR”) training hardware, and other devices that support operational awareness.

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Dedrone revenue surpassed $100 million in the quarter ended June 30, 2026.

Our research & development investments support continuous innovation on behalf of our customers. Our financial strategy is to build highly recurring, highly profitable businesses and to drive growth through this purposeful product innovation.

Sales and Distribution: Who We Sell To and Where We Deliver

Our core customers across the public and private sectors include U.S. federal, state, and local governments, international governmental entities, commercial enterprises, and consumers. Axon’s sales force and strong customer relationships represent key strategic advantages. Although the majority of our revenues are generated via direct sales, we also leverage distribution partners and third party resellers. Over 95%+ of our revenue for the year ended December 31, 2025, was tied to customers on subscription plans. No customer represented more than 10% of total net sales for the years ended December 31, 2025, 2024 or 2023. As we diversify into new markets, we have been investing in sales personnel and strategic headcount additions to support growth in these markets.

Recent Developments

Credit Agreement Amendment

In connection with this offering, we have entered into a second amendment (the “Second Amendment”) to our credit agreement, by and among Axon Enterprise, Inc., as borrower, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent (the “Administrative Agent”), which amends the Credit Agreement, dated December 15, 2022, among the Company, as borrower, the Administrative Agent, J.P. Morgan Securities LLC, as sole bookrunner and sole left lead arranger, and the other lenders party thereto from time to time (as amended, supplemented or otherwise modified, the “Credit Agreement”). The Second Amendment is expected to become effective substantially concurrently with, and its effectiveness is conditioned upon, the consummation of this offering. The Second Amendment is expected to increase the existing revolving credit facility (the “Revolving Facility”) under the Credit Agreement from $300.0 million to $500.0 million, with the ability to increase the Revolving Facility by an additional $150.0 million, extend the maturity date of the Credit Agreement from March 11, 2030 to up to five years from the closing of the Second Amendment (such maturity date being the earliest to occur of (a) the fifth anniversary of the closing of the Second Amendment, expected to be September 18, 2031, (b) the date that is 91 days prior to the stated maturity date of the notes offered hereby, unless such notes have been redeemed, repurchased, converted or defeased in full, and any refinance indebtedness incurred in connection therewith has a stated maturity date of at least 91 days after the date that is 5 years from the closing of the Second Amendment, (c) the date that is 91 days prior to March 20, 2031 (the expected optional repurchase date of the notes offered hereby), but only if (i) either (x) we have timely provided a notes put share settlement notice to the Administrative Agent from, and including, December 11, 2030 to, and

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including, December 18, 2030, electing to settle any optional repurchases of notes by delivering the maximum number of shares of our common stock we are then permitted to deliver in respect of such optional repurchases under the notes (a “Lender Put Share Settlement Notice”) and the last reported sale price per share of our common stock is less than $350 on December 18, 2030, or (y) we have not timely provided a Lender Put Share Settlement Notice and the last reported sale price per share of our common stock on December 18, 2030, is less than the conversion price then in effect for the notes and (ii) the notes have not been redeemed, repurchased, converted or defeased in full, and (d) the date that is 91 days prior to the stated maturity date of any other permitted convertible indebtedness we may issue, unless such other indebtedness has been redeemed, repurchased, converted or defeased in full, and any refinance indebtedness incurred in connection therewith has a stated maturity date of at least 91 days after the date that is 5 years from the closing of the Second Amendment), permit this offering and provide for other updates to the covenants and terms of the Credit Agreement. See “Description of Other Indebtedness—Credit Agreement.” Affiliates of one or more of the underwriters act as agents and/or lenders under the Credit Agreement. We refer to the Second Amendment, together with the offering of the notes, and the use of proceeds therefrom, as the “Transactions.”

Corporate History and Information

We were incorporated in Arizona in September 1993 as ICER Corporation. We changed our name to AIR TASER, Inc. in December 1993 and to TASER International, Incorporated in April 1998. In January 2001, we reincorporated in Delaware as TASER International, Inc. and, in April 2017, changed our name to Axon Enterprise, Inc.

Our principal executive offices are located at 17800 North 85^th Street, Scottsdale, Arizona, 85255 and our telephone number is (1-800) 978-2737. Our website address is www.axon.com. Information contained on our website is not incorporated by reference into this prospectus supplement, and you should not consider any information contained on, or that can be accessed through, our website as part of this prospectus supplement or in deciding whether to purchase the notes in this offering.

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THE OFFERING

The summary below describes the principal terms of the notes. Certain of the terms and conditions described below are subject to important limitations and exceptions. A more detailed description of the terms and conditions of the notes is contained under the heading “Description of Notes” in this prospectus supplement. As used in this section, “we,” “our” and “us” refer only to Axon Enterprise, Inc. and not to its consolidated subsidiaries, and the common stock of Axon Enterprise, Inc., par value $0.00001 per share, is referred to as the “common stock.”

Issuer

Axon Enterprise, Inc., a Delaware corporation.

Securities

$1,000,000,000 principal amount of 0% Convertible Senior Notes due 2031 (plus up to an additional $150,000,000 principal amount pursuant to the underwriters’ over-allotment option).

Maturity

September 15, 2031, unless earlier converted, redeemed or repurchased.

Settlement

We expect that delivery of the notes will be made to investors on or about September 18, 2026, which will be the second trading day after the initial trading date of the notes. Currently, trades in the secondary market for convertible notes ordinarily settle one trading day after the date of execution, unless the parties to the trade agree otherwise. Accordingly, investors in this offering who wish to sell their notes before the trading day preceding the delivery of the notes in this offering must specify an alternate settlement arrangement at the time of the trade to prevent a failed settlement. Those investors should consult their advisors.

No Regular Interest; Special Interest

The notes will not bear regular interest, and the principal amount of the notes will not accrete. We will pay special interest, if any, at our election as the sole remedy relating to the failure to comply with our reporting obligations as described under “Description of Notes—Events of Default” and under the circumstances described under “Description of Notes—No Regular Interest; Special Interest.”

Conversion Rights

Holders may convert all or any portion of their notes, in integral multiples of $1,000 principal amount of notes, at their option at any time prior to the close of business on the business day immediately preceding June 15, 2031, only under the following circumstances:

•

during any calendar quarter commencing after the calendar quarter ending on December 31, 2026 (and only during such calendar quarter), if the last reported sale price of our common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price for the notes on each applicable trading day;

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•

during the five business day period after any ten consecutive trading day period (the “measurement period”) in which the “trading price” (as defined under “Description of Notes—Conversion Rights—Conversion upon Satisfaction of Trading Price Condition”) per $1,000 principal amount of notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of our common stock and the conversion rate on each such trading day;

•

if we call (or are deemed to have called, in the case of an optional redemption) such notes for redemption (whether for optional or cleanup redemption), at any time prior to the close of business on the second scheduled trading day immediately preceding the related redemption date, but only with respect to the notes called (or deemed called, in the case of an optional redemption) for redemption; or

•

upon the occurrence of specified corporate events described under “Description of Notes—Conversion Rights—Conversion upon Specified Corporate Events.”

On or after June 15, 2031 until the close of business on the second scheduled trading day immediately preceding the maturity date, holders of notes may convert all or any portion of their notes, in integral multiples of $1,000 principal amount, at their option, regardless of the foregoing conditions.

The conversion rate for the notes is initially 1.5336 shares of common stock per $1,000 principal amount of notes (equivalent to an initial conversion price of approximately $652.06 per share of common stock), subject to adjustment as described in this prospectus supplement.

Upon conversion of a note, we will pay or deliver, as the case may be, cash, shares of our common stock or a combination of cash and shares of our common stock, at our election, as described in this prospectus supplement.

If we elect to deliver cash or a combination of cash and shares of our common stock, the amount of cash and number of shares of common stock, if any, due upon conversion of a note will be based on a daily conversion value for the notes (as described herein) calculated on a proportionate basis for each trading day in a 30 trading day observation period (as described herein). See “Description of Notes—Conversion Rights—Settlement upon Conversion.”

In addition, following certain corporate events that occur prior to the maturity date or if we deliver a notice of redemption as described under “Description of Notes—Optional Redemption,” we will, in certain circumstances, increase the conversion rate for a holder who elects to convert its notes in connection with such a corporate event or

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to convert its notes called (or deemed called, in the case of an optional redemption) for redemption in connection with such notice of redemption, as the case may be, as described under “Description of Notes—Conversion Rights—Increase in Conversion Rate upon Conversion upon a Make-Whole Fundamental Change or Notice of Redemption.”

You will not receive any additional cash payment or additional shares representing accrued and unpaid special interest, if any, upon conversion of a note, except in limited circumstances. Instead, interest will be deemed to be paid by the cash and shares of our common stock, if any, paid or delivered, as the case may be, to you upon conversion of a note.

Redemption

No “sinking fund” is provided for the notes, which means that we are not required to redeem or retire the notes periodically, and the notes may only be redeemed as described below. The redemption price for any optional redemption or cleanup redemption described below will be 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid special interest, if any, to, but excluding, the applicable redemption date, and we may not specify a redemption date that falls on or after the 31st scheduled trading day immediately preceding the maturity date.

See “Description of Notes—Redemption—General.”

Redemption at Our Option

Except as described below opposite the caption “—Cleanup Redemption,” we may not redeem the notes prior to September 20, 2029. On or after September 20, 2029, we may redeem for cash all or any portion of the notes (subject to the partial redemption limitation described below), at our option, if the last reported sale price of our common stock has been at least 130% of the conversion price for the notes then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which we provide the related notice of redemption, at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid special interest, if any, to, but excluding, the redemption date. If we redeem less than all of the outstanding notes, at least $100 million aggregate principal amount of notes must be outstanding and not subject to redemption as of, and after giving effect to, our delivery of the relevant notice of redemption (the “partial redemption limitation”). We refer to such redemption at our option as an “optional redemption” in this prospectus supplement. See “Description of Notes—Redemption—Optional Redemption.”

Cleanup Redemption

We may redeem for cash all, but not less than all, of the notes at any time if the principal amount of notes outstanding at such time is less than 10% of the aggregate principal amount of the notes initially issued under the indenture (including any additional notes issued

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pursuant to the underwriters’ over-allotment option). We refer to such redemption at our option as a “cleanup redemption” in this prospectus supplement. See “Description of Notes—Redemption—Cleanup Redemption.”

Fundamental Change

If we undergo a “fundamental change” (as defined in this prospectus supplement under “Description of Notes—Fundamental Change Permits Holders to Require Us to Repurchase Notes—Generally”), then, subject to certain conditions and except as described in this prospectus supplement, holders may require us to repurchase for cash all or any portion of their notes in principal amounts of $1,000 or an integral multiple thereof. The fundamental change repurchase price will be equal to 100% of the principal amount of the notes to be repurchased, plus accrued and unpaid special interest, if any, to, but excluding, the fundamental change repurchase date. See “Description of Notes—Fundamental Change Permits Holders to Require Us to Repurchase Notes.”

Repurchase at the Option of Holders

Noteholders may require us to repurchase their notes on an optional repurchase settlement date occurring on or around March 20, 2031, at a repurchase price equal to the principal amount of the notes to be repurchased, plus accrued and unpaid special interest, if any (a “holder repurchase option”). We refer to such repurchase of notes at the election of a holder as an “optional repurchase” in this prospectus supplement. We may elect to satisfy some or all of our obligation in respect of the principal amount of the repurchase price for the holder repurchase option by delivering shares of our common stock in certain circumstances, up to a specified maximum number of shares, with the remainder (if any) of the repurchase price payable in cash, all as further described in this prospectus supplement. See “Description of Notes—Repurchase of Notes by Us at the Option of Holders.”

Ranking

The notes will be our general unsecured obligations and will rank:

•

senior in right of payment to all of our indebtedness that is expressly subordinated in right of payment to the notes;

•

equal in right of payment with all of our liabilities that are not so subordinated (including any borrowings under our existing or future revolving line of credit);

•

effectively junior to any of our secured indebtedness to the extent of the value of the assets securing such indebtedness; and

•

structurally junior to all indebtedness and other liabilities (including trade payables) of our subsidiaries.

As of June 30, 2026, after giving effect to the Transactions (assuming no exercise of the underwriters’ over-allotment option), we would have had $2,750.0 million long-term debt outstanding and $490.9 million available to be drawn under our revolving line of credit (after giving effect to our outstanding letters of credit). For the six months ended June 30, 2026, our subsidiaries accounted for 20%

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of our total revenue, and approximately 21% and 8% of our total consolidated assets and liabilities (excluding the effects of intercompany transactions). The notes will be structurally subordinated to liabilities of our subsidiaries.

The indenture governing the notes will not limit the amount of debt or other liabilities that we or our current or future subsidiaries may incur.

Use of Proceeds

We estimate that the net proceeds from this offering will be approximately $986.0 million (or approximately $1,134.3 million if the underwriters exercise their over-allotment option in full), after deducting the underwriters’ discounts and commissions and estimated offering expenses payable by us. We have entered into capped call transactions with certain of the underwriters or their affiliates and other financial institutions (the “option counterparties”) with respect to the notes. We intend to use $99.9 million of the net proceeds from this offering to pay the cost of the capped call transactions.

We intend to use the remainder of the net proceeds of this offering for general corporate purposes, which may include, among other things, providing capital to support our growth and to acquire or invest in product lines, products, services or technologies, including through acquisitions of, or investments in, other businesses.

If the over-allotment option granted to the underwriters is exercised with respect to the notes, we intend to use a portion of the net proceeds from the sale of the additional notes to enter into additional capped call transactions with respect to the notes with the option counterparties. If the underwriters exercise their over-allotment option in full, we intend to use approximately $15.0 million of the net proceeds from the sale of the additional notes to enter into additional capped call transactions with respect to the notes with the option counterparties. See “Use of Proceeds.”

Book-Entry Form

The notes will be issued in book-entry form and will be represented by permanent global certificates deposited with, or on behalf of, The Depository Trust Company (“DTC”), and registered in the name of a nominee of DTC. Beneficial interests in any of the notes will be shown on, and transfers will be effected only through, records maintained by DTC or its nominee and any such interest may not be exchanged for certificated securities, except in limited circumstances.

Absence of a Public Market for the Notes

The notes are new securities, and there is currently no established market for the notes. Accordingly, we cannot assure you as to the development or liquidity of any market for the notes. The underwriters have advised us that they currently intend to make a market in the notes. However, they are not obligated to do so, and

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they may discontinue any market making with respect to the notes without notice. We do not intend to apply for a listing of the notes on any securities exchange or any automated dealer quotation system.

Certain U.S. Federal Income Tax Consequences

For a discussion of certain U.S. federal income tax considerations of the purchasing, ownership, disposition and conversion of the notes, and the ownership and disposition of shares of our common stock into which the notes may be converted, see “Certain U.S. Federal Income Tax Consequences.”

Capped Call Transactions

In connection with the pricing of the notes, we have entered into privately negotiated capped call transactions with the option counterparties with respect to the notes. The capped call transactions will cover, subject to anti-dilution adjustments substantially similar to those applicable to the notes, the number of shares of our common stock initially underlying the notes. The capped call transactions are expected generally to reduce the potential dilution to our common stock upon any conversion of the notes and/or offset any potential cash payments we are required to make in excess of the principal amount of converted notes, as the case may be, with such reduction and/or offset subject to a cap. If the underwriters exercise their over-allotment option, we expect to enter into additional capped call transactions with the option counterparties.

The cap price of the capped call transactions will initially be $1,049.94, which represents a premium of 137.5% above the last reported sale price of our common stock on The NASDAQ Global Select Market on the date of pricing of this offering, and is subject to certain adjustments under the terms of the capped call transactions.

We have been advised that, in connection with establishing their initial hedges of the capped call transactions, the option counterparties or their respective affiliates expect to enter into cash-settled over-the-counter derivative transactions with respect to our common stock concurrently with or shortly after the pricing of the notes and may unwind these cash-settled over-the-counter derivative transactions and purchase shares of our common stock in open market transactions following the pricing of the notes. This activity could increase (or reduce the size of any decrease in) the market price of our common stock or the notes at that time. In addition, the option counterparties or their respective affiliates may modify their hedge positions by entering into or unwinding various derivatives with respect to our common stock and/or purchasing or selling shares of our common stock or other securities of ours in secondary market transactions following the pricing of the notes and prior to the maturity of the notes (and (x) are likely to do so during any observation period related to a conversion of the notes, following any redemption of the notes by us or following any repurchase of the notes by us in connection with any fundamental change or holder repurchase option and (y) are likely to do so following any other

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repurchase of the notes by us, if we elect to unwind a corresponding portion of the capped call transactions in connection with such repurchase). This activity could cause or avoid an increase or a decrease in the market price of our common stock or the notes, which could affect your ability to convert the notes and, to the extent the activity occurs during any observation period related to a conversion of the notes or repurchase observation period related to an exercise of the holder repurchase option, it could affect the number of shares of our common stock and value of the consideration that a holder will receive upon conversion or optional repurchase of the notes.

In addition, if any such capped call transaction fails to become effective, whether or not this offering is completed, the option counterparty party thereto may unwind its hedge positions with respect to our common stock, which could adversely affect the value of our common stock and, if the notes have been issued, the value of the notes.

For a discussion of the potential impact of any market or other activity by the option counterparties or their respective affiliates in connection with these capped call transactions, see “Risk Factors—Risks Related to Our Indebtedness, this Offering and the Notes—The capped call transactions may affect the value of the notes and our common stock” and “Underwriting—Capped Call Transactions.”

The NASDAQ Global Select Market Symbol for Our Common Stock

Our common stock is listed on The NASDAQ Global Select Market under the symbol “AXON.”

Trustee, Paying Agent, Registrar and Conversion
Agent

U.S. Bank Trust Company, National Association.

Risk Factors

Investing in the notes involves risks. You should read the “Risk Factors” section and the other information included or incorporated by reference in this prospectus supplement for a discussion of factors to consider carefully before investing in the notes.

Except as otherwise noted, we have presented the information in this prospectus supplement assuming no exercise by the underwriters in this offering of their over-allotment option to purchase up to an additional $150,000,000 aggregate principal amount of notes.

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SUMMARY HISTORICAL CONSOLIDATED FINANCIAL DATA

The following tables set forth our summary consolidated financial data as of the dates and for the periods indicated. The summary consolidated statements of operations data, cash flow data and balance sheet data as of December 31, 2025 and 2024 and for the years ended December 31, 2025, 2024 and 2023 are derived from our audited consolidated financial statements included in our 2025 Form 10-K, which is incorporated by reference into this prospectus supplement. The summary historical consolidated statements of operations data as of and for the six months ended June 30, 2026 and 2025 and the related other data, and the summary balance sheet data as of June 30, 2026, provided in the tables below have been derived from, and should be read together with, our unaudited consolidated financial statements and the related notes incorporated by reference in this prospectus supplement.

The operating results for any period should not be considered indicative of results for any future period and our interim results are not necessarily indicative of the results to be expected for the full year. The following summary consolidated financial data should be read in conjunction with the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and the related notes thereto included in our 2025 Form 10-K, which is incorporated by reference into this prospectus supplement.


	Years Ended December 31,									Six Months Ended June 30,
	2025			2024			2023			2026			2025
	(In thousands)
Consolidated Statements of Operations Data:
Net sales from products	$	1,576,864		$	1,221,292		$	964,002		$	959,374		$	717,256
Net sales from services		1,202,672			861,234			596,697			752,360			554,915

Net sales		2,779,536			2,082,526			1,560,699			1,711,734			1,272,171

Cost of product sales		809,303			618,136			447,708			476,017			363,688
Cost of service sales		312,108			223,010			157,538			211,984			139,001

Cost of sales		1,121,411			841,146			605,246			688,001			502,689

Gross margin		1,658,125			1,241,380			955,453			1,023,733			769,482

Operating expenses:
Selling, general and administrative		1,035,893			741,247			494,884			550,075			465,721
Research and development		684,308			441,593			303,719			397,637			313,590

Total operating expenses		1,720,201			1,182,840			798,603			947,712			779,311

Income (loss) from operations		(62,076	)		58,540			156,850			76,021			(9,829	)
Interest income		75,431			43,693			49,107			17,426			33,857
Interest expense		(94,238	)		(7,098	)		(6,995	)		(56,744	)		(36,507	)
Other income (loss), net		99,857			286,369			(41,901	)		196,202			81,987

Income before provision for income taxes		18,974			381,504			157,061			232,905			69,508
Provision for (benefit from) income taxes		(105,682	)		4,470			(18,722	)		34,166			(54,589	)

Net income	$	124,656		$	377,034		$	175,783		$	198,739		$	124,097

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	Years Ended December 31,									Six Months Ended June 30,
	2025			2024			2023			2026			2025
	(In thousands)
Foreign currency translation adjustments		6,265			(7,874	)		(4,352	)		(4,500	)		5,517
Unrealized gain (loss) on available-for-sale investments		113			369			852			(111	)		(51	)

Comprehensive income	$	131,034		$	369,529		$	172,283		$	194,128		$	129,563

Cash Flow Data:
Net cash provided by (used in) operating activities		211,339			408,312			189,263			(11,440	)		(65,910	)
Net cash provided by (used in) investing activities		(724,930	)		(490,573	)		12,476			(465,762	)		(1,088,749	)
Net cash provided by (used in) financing activities		1,252,465			(45,437	)		41,314			(122,618	)		1,308,861
Additional Financial Information:
Adjusted EBITDA⁽¹⁾	$	710,155		$	521,375		$	331,396		$	443,654		$	326,802
Adjusted EBITDA Margin⁽¹⁾		25.5	%		25.0	%		21.2	%		25.9	%		25.7	%
Adjusted Free Cash Flow⁽¹⁾		85,639			344,304			148,111			(54,834	)		(108,007	)
Adjusted Gross Margin⁽¹⁾		1,739,093			1,315,447			965,192			1,066,044			807,174
Adjusted Gross Margin %⁽¹⁾		62.6	%		63.2	%		61.8	%		62.3	%		63.4	%

(1)	For descriptions of the non-GAAP measures presented in the table above, please see “Non-GAAP Financial Data.” For reconciliations of the non-GAAP measures to the most comparable GAAP measures, please see “Non-GAAP Reconciliations” below.


	As of December 31,				As of June 30,
	2025		2024		2026
	(In thousands)
Balance Sheet Data:
Cash and cash equivalents	$	1,201,147	$	454,844	$	597,704
Total assets		7,000,313		4,474,588		7,481,157
Total liabilities		3,757,655		2,146,923		3,806,620
Total stockholders’ equity		3,242,658		2,327,665		3,674,537

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Non-GAAP Reconciliations

Non-GAAP financial information is presented for supplemental informational purposes only and should not be considered to be a substitute for financial information presented in accordance with GAAP, and may be different from similarly titled non-GAAP measures used by other companies. Non-GAAP financial measures should be considered along with, but not as an alternative to, measures calculated in accordance with GAAP. See “Non-GAAP Financial Data.” The following tables reconcile net income to EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin, net cash provided by operating activities to Adjusted Free Cash Flow and Adjusted Free Cash Flow Conversion, gross profit to Adjusted Gross Margin and Adjusted Gross Margin %, SG&A operating expenses to Adjusted SG&A Expenses, R&D operating expenses to Adjusted R&D Expenses, and operating expenses to Adjusted Operating Expenses, in each case for the periods indicated.


	Years Ended December 31,									Six Months Ended June 30,
	2025			2024			2023			2026			2025
	(In thousands)
EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin:
Net income	$	124,656		$	377,034		$	175,783		$	198,739		$	124,097
Depreciation and amortization		86,789			56,815			32,638			60,961			38,519
Interest expense		94,238			7,098			6,995			56,744			36,507
Investment interest (income)		(75,431	)		(43,693	)		(49,107	)		(17,426	)		(33,857	)
Provision for (benefit from) income taxes		(105,682	)		4,470			(18,722	)		34,166			(54,589	)

EBITDA	$	124,570		$	401,724		$	147,587		$	333,184		$	110,677

Adjustments:
Other (income) loss, net	$	(101,101	)	$	(283,217	)	$	41,785		$	(196,202	)	$	(83,088	)
Stock-based compensation expense		610,151			382,604			131,358			278,005			279,483
Severance costs		31,816			—			—			2,730			—
Non-qualified deferred compensation liability adjustments		3,118			—			—			2,137			1,561
Transaction costs related to strategic investments and acquisitions		15,588			15,249			4,501			11,048			4,957
Loss on disposal, abandonment and impairment of property, equipment and intangible assets		1,059			—			317			—			—
Loss recoveries		—			—			(3,404	)		—			—
Inventory step-up amortization		607			609			—			—			607
Litigation and regulatory costs		9,579			1,761			241			3,220			2,823
Compensation taxes related to Employee XSP vesting		14,768			2,645			9,011			9,532			9,782

Adjusted EBITDA	$	710,155		$	521,375		$	331,396		$	443,654		$	326,802

Net income (loss) as a percentage of net sales		4.5	%		18.1	%		11.3	%		11.6	%		9.8	%
Adjusted EBITDA Margin		25.5	%		25.0	%		21.2	%		25.9	%		25.7	%

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	Years Ended December 31,									Six Months Ended June 30,
	2025			2024			2023			2026			2025
	(In thousands)
Free Cash Flow, Adjusted Free Cash Flow and Adjusted Free Cash Flow Conversion:
Net cash provided by operating activities	$	211,339		$	408,312		$	189,263		$	(11,440	)	$	(65,910	)
Purchases of property and equipment		(136,258	)		(78,785	)		(59,635	)		(44,174	)		(47,815	)
Purchases of intangible assets		—			—			(635	)		—			—

Free Cash Flow, a non-GAAP measure	$	75,081		$	329,527		$	128,993		$	(55,614	)	$	(113,725	)

Bond amortization		8,738			12,186			16,449			366			4,549
Net campus investment		1,820			2,591			2,669			414			1,169

Adjusted Free Cash Flow	$	85,639		$	344,304		$	148,111		$	(54,834	)	$	(108,007	)

(/) Adj. EBITDA		710,155			521,375			331,396			443,654			326,802

Adjusted Free Cash Flow Conversion %		12	%		66	%		45	%		(12	)%		(33	)%

Adjusted Gross Margin and Adjusted Gross Margin %:
Gross margin	$	1,658,125		$	1,241,380		$	955,453		$	1,023,733		$	769,482
Stock-based compensation expense		53,217			60,089			6,595			21,844			25,448
Amortization of acquired intangible assets		23,063			13,369			3,144			19,267			10,149
Compensation taxes related to Employee XSP vesting		2,074			—			—			1,059			1,488
Severance costs		2,007			—			—			141			—
Inventory step-up amortization		607			609			—			—			607

Adjusted Gross Margin	$	1,739,093		$	1,315,447		$	965,192		$	1,066,044		$	807,174

Gross margin %		59.7	%		59.6	%		61.2	%		59.8	%		60.5	%
Adjusted Gross Margin %		62.6	%		63.2	%		61.8	%		62.3	%		63.4	%
Adjusted SG&A Operating Expenses
SG&A operating expenses	$	1,035,893		$	741,247		$	494,884		$	550,075		$	465,721
SG&A stock-based compensation		342,362			190,561			58,533			137,507			143,534

Adjusted SG&A operating expenses	$	693,531		$	550,686		$	436,351		$	412,568		$	322,187

Adjusted R&D Operating Expenses
R&D operating expenses	$	684,308		$	441,593		$	303,719		$	397,637		$	313,590
R&D stock-based compensation		237,812			131,954			66,230			119,140			110,501

Adjusted R&D operating expenses	$	446,496		$	309,639		$	237,489		$	278,497		$	203,089

Adjusted Operating Expenses
Operating expenses	$	1,720,201		$	1,182,840		$	798,603		$	947,712		$	779,311
Stock-based compensation		580,174			322,515			124,763			256,647			254,035

Adjusted operating expenses	$	1,140,027		$	860,325		$	673,840		$	691,065		$	525,276

S-19

RISK FACTORS

An investment in the notes involves risk. You should carefully consider the risks and uncertainties described below, together with all of the other information included or incorporated by reference in this prospectus supplement or the accompanying prospectus, including the risks and uncertainties discussed under “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes thereto in our Annual Report for the year ended December 31, 2025 and our Quarterly Report for the quarterly period ended June 30, 2026, each of which is incorporated by reference in this prospectus supplement, before investing in the notes. Each of the risks described in such documents and below could materially and adversely affect our business, financial condition, or results of operations. The selected risks described below or incorporated by reference in this prospectus supplement, however, are not the only risks facing us. Additional risks and uncertainties not currently known to us or those we currently view to be immaterial may also materially and adversely affect our business, financial condition, or results of operations.

Risks Related to Our Indebtedness, this Offering and the Notes

The notes will be effectively subordinated to our secured debt and structurally subordinated to any liabilities of our subsidiaries.

The notes will be our general unsecured obligations and will rank senior in right of payment to any of our indebtedness that is expressly subordinated in right of payment to the notes; equal in right of payment to any of our liabilities that are not so subordinated (including any borrowings under our existing or future revolving line of credit, our 6.125% Senior Notes due 2030 (the “2030 Notes”) and our 6.250% Senior Notes due 2033 (the “2033 Notes,” and, with the 2030 Notes, the “Existing Notes”)); effectively junior in right of payment to any of our secured indebtedness to the extent of the value of the assets securing such indebtedness; and structurally junior to any indebtedness and other liabilities (including trade payables) of our subsidiaries. In the event of our bankruptcy, liquidation, reorganization or other winding up, our assets that secure debt ranking senior or equal in right of payment to the notes will be available to pay obligations on the notes only after the secured debt has been repaid in full from these assets. There may not