DEF 14A of Trimble Inc., Apr 9, 2026

DEF 14A of Trimble Inc.

Filed Apr 9, 2026 · FY20250000864749-26-000042

Open on EDGAR

  1. DIRECTORS

    DIRECTORS

  2. Nominees for Election

    Nominees for Election

  3. Nominees for Election

    | Name | Age (1) | Principal Occupation | Director Since | | Börje Ekholm * | 63 | President and Chief Executive Officer, Ericsson | 2020(2) | | Kaigham (Ken) Gabriel | 70 | Chief Executive Officer, Pitt BioForge | 2015 | | Meaghan Lloyd | 51 | Chief of Staff and Partner, Gehry Partners, LLP | 2016 | | Ronald S. Nersesian | 66 | Chair of the Board of Directors, Keysight Technologies | 2024(3) | | Robert G. Painter | 54 | President and Chief Executive Officer of the Company | 2020 | | Mark S. Peek | 68 | Former Co-President, Workday | 2010 | | Kara Sprague | 45 | Chief Executive Officer, HackerOne | 2024 | | Thomas Sweet | 66 | Former Chief Financial Officer, Dell Technologies | 2022 | | Johan Wibergh | 62 | Former Chief Technology Officer, Vodafone | 2018 | | Not standing for reelection | | | | | James C. Dalton | 70 | Retired, U.S. Army Corps of Engineers | 2020(4) |

  4. Nominees for Election

    * Chairperson (1)As of the Record Date. (2)Mr. Ekholm was reappointed to the Board in 2020, having previously served as a director from 2015 to 2017. (3)Mr. Nersesian was reappointed to the Board in 2024, having previously served as a director from 2011 to 2021. (4)Mr. Dalton, who has served as a director since 2020, is not standing for reelection. His position on the Board will end on the date of the Annual Meeting.

  5. Nominees for Election

    | Börje Ekholm President and Chief Executive Officer, Ericsson Chairperson of the Board Member of the People & Compensation Committee Other public boards: Ericsson | Mr. Ekholm has been president and chief executive officer of Ericsson, a multinational networking and telecommunications company, since January 2017. From 1992 to January 2017, he held various positions with Investor AB, an investment firm and holding company with controlling stakes in several large Swedish companies and smaller positions in a number of other firms. Mr. Ekholm’s positions with Investor AB included: from May 2015 to January 2017, he was chief executive officer of Patricia Industries, a unit of Investor AB that includes its wholly-owned and partner-owned companies, as well as financial investments; from September 2005 to May 2015, he was president and chief executive officer of Investor AB; from 1997 to 2005, he was responsible for all private equity investment activities within Investor AB and was also head of Investor Growth Capital, Investor AB’s wholly owned venture capital arm; from 1995 to 1997, he founded and managed Novare Kapital, an early stage venture capital company owned by Investor AB; and from 1997 to 2015, he was also a member of Investor AB’s Management Group. Mr. Ekholm is a director of Ericsson, was previously a director of Alibaba Group (having retired from its board in March 2022), and was previously a director of Nasdaq (having resigned in May 2017). He also currently serves on the board of the Swedish American Chamber of Commerce New York. Mr. Ekholm has a Master of Business Administration from INSEAD, France and holds a Master of Science in Electrical Engineering from the KTH Royal Institute of Technology in Stockholm. Qualifications: Mr. Ekholm is qualified to serve as director of the Company because he brings a valuable combination of operational and financial management expertise, particularly in the areas of networking and telecommunications, through his experience as president and chief executive officer of Ericsson, and of venture capital, through his experience serving as president and chief executive officer of Patricia Industries and Investor AB, and manager of Novare Kapital. In addition, Mr. Ekholm brings management expertise from a diverse range of industries and organizations through his former service as chairman of the board of Nasdaq OMX and a director of Alibaba Group, Telefonaktiebolaget LM Ericsson and the KTH Royal Institute of Technology. |

  6. Nominees for Election

    | Kaigham (Ken) Gabriel Chief Executive Officer, Pitt BioForge Member of the Audit Committee Other public boards: None | Dr. Gabriel is chief executive officer of Pitt BioForge, which will operate an advanced biomanufacturing facility being established by the University of Pittsburgh (Pitt), and is the founding director of Pitt’s Advanced Biomanufacturing Institute. He is also a Senior Advisor for the industrial growth team at Arsenal Capital Partners, which he joined in 2021. From 2020 to 2023, Dr. Gabriel was the Chief Operating Officer of Wellcome Leap, an independent innovation organization funded by the Wellcome Trust, the world’s fifth largest research trust. Wellcome Leap works at the intersection of engineering and life-sciences to deliver critical medical and healthcare capabilities at accelerated timescales. From 2014 to May 2020, he was the president and chief executive officer of The Charles Stark Draper Laboratory, an independent not-for-profit research institution that develops innovative technology solutions in the fields of national security, space, biomedical systems and energy. Prior to that, Dr. Gabriel served as deputy director of the Advanced Technology and Projects (ATAP) group at Google from 2012 to 2014 and as corporate vice president at Google/Motorola Mobility. From 2009 to 2012, he was the deputy director, and then acting director, of the Defense Advanced Research Projects Agency (DARPA) in the Department of Defense. Between 2002 and 2009, Dr. Gabriel was the Co-Founder, Chairman and Chief Technology Officer of Akustica, a fabless semiconductor company that commercialized Micro Electro Mechanical Systems audio devices and sensors. Dr. Gabriel holds SM and ScD degrees in Electrical Engineering and Computer Science from the Massachusetts Institute of Technology. Qualifications: Dr. Gabriel is qualified to serve as director of the Company because of his strong background and experience in management in technology companies, including in his current and past positions with Pitt BioForge, Wellcome Leap, and Draper Laboratory. Dr. Gabriel also brings deep technological expertise and knowledge of the industry to the Company. |

  7. Nominees for Election

    | Meaghan Lloyd Chief of Staff and Partner, Gehry Partners, LLP Chair of the Nominating and Corporate Governance Committee and Member of the People & Compensation Committee Other public boards: None | Ms. Lloyd is the chief of staff and a partner at Gehry Partners, LLP, a full service architectural firm with extensive international experience in the design and construction of academic, museum, theater, performance, and commercial projects. Founded in 1962 in Los Angeles, California, Gehry Partners’ mission is to raise architecture to the level of art, while creating buildings that meet the project’s functional and budgetary needs. She has held this position since 2009. Prior to this, she was a designer working with Frank Gehry in the firm. In addition to her duties at Gehry Partners, she served as chief executive officer of Gehry Technologies, Inc., a cloud-based software and service company for the architectural, engineering and construction sectors, from 2013 to 2014. Ms. Lloyd received her Bachelor of Science in Architectural Studies from the University of Illinois, Champaign-Urbana and her Master of Architecture from Yale University. She is a board member of Turnaround Arts California. Qualifications: Ms. Lloyd is qualified to serve as a director of the Company because she brings a valuable combination of operational and project management expertise, and because of her significant industry knowledge and experience in the areas of architecture, construction, and design from her work with Gehry Partners, LLP. |

  8. Nominees for Election

    | Ronald S. Nersesian Chair of the Board of Directors, Keysight Technologies Member of the People & Compensation Committee Other public boards: Keysight Technologies | Ronald S. Nersesian currently serves as non-executive chair of the board of Keysight Technologies, an electronic measurement company. He was executive chair of the board of Keysight Technologies from May 2022 through April 2023, having become chair of the board in 2019. Prior to becoming executive chair of the board in May 2022, he was president, chief executive officer, and a director of Keysight Technologies beginning in 2013, when Agilent Technologies announced the separation of its electronic measurement business and launched Keysight Technologies. From November 2012 to September 2013, he served as president and chief operating officer of Agilent Technologies. From November 2011 to November 2012, he served as Agilent Technologies’ executive vice president and chief operating officer. From March 2009 to November 2011, Mr. Nersesian served as president of Agilent’s Electronic Measurement group (EMG), and from February 2005 to March 2009, he served as the vice president and general manager of the Wireless Business Unit of EMG. Mr. Nersesian joined Agilent in 2002 as vice president and general manager of the company’s Design Validation Division. Mr. Nersesian began his career in 1982 with Computer Sciences Corporation as a systems engineer for satellite communications systems. In 1984, he joined Hewlett-Packard, and served in a range of management roles during his tenure. In 1996, Mr. Nersesian joined LeCroy Corporation as vice president of worldwide marketing and subsequently assumed other senior management roles, including senior vice president and general manager of the company’s digital storage oscilloscope business. He is also a member of Georgia Tech’s Advisory Board. Mr. Nersesian holds a bachelor’s degree in electrical engineering from Lehigh University and an MBA from New York University, Stern School of Business. Mr. Nersesian previously served on Trimble’s board from 2011 to 2021. Qualifications: Mr. Nersesian is qualified to serve as director of the Company because of his strong business operational experience with technology companies and management expertise developed over three decades. This breadth of experience includes his recent service as president and chief executive officer of Keysight Technologies. Mr. Nersesian has extensive experience in managing and growing international technology enterprises, which is directly relevant and valuable to the Company. |

  9. Nominees for Election

    | Robert G. Painter President and Chief Executive Officer of the Company Other public boards: Synopsys, Inc. | Mr. Painter became Trimble’s president and chief executive officer in January 2020, having first joined the Company in 2006. From 2016 through 2019, he served as the Company’s chief financial officer. Prior to that, Mr. Painter held a variety of positions in the Company, including vice president of Trimble Buildings construction software, general manager of the Intelligent Construction Tools international joint venture, general manager of Construction Services, and leadership positions in corporate development and corporate strategy. He holds a bachelor’s degree in finance from West Virginia University and an MBA from Harvard University. Mr. Painter joined the board of Synopsys, Inc. in August 2023. Qualifications: Mr. Painter is qualified to serve as director of the Company because of his intimate knowledge and understanding of the Company’s businesses, finances, and operations, resulting from his service in various senior management roles in different functional areas and operating divisions of the Company, including his service as chief financial officer of the Company from 2016 to 2019. In addition, Mr. Painter brings to the Board extensive operating and finance experience from his senior roles in other large companies prior to joining the Company. |

  10. Nominees for Election

    | Mark S. Peek Former Co-President, Workday Chair of the Audit Committee and Member of the Nominating and Corporate Governance Committee Other public boards: SentinelOne | Mr. Peek is the former Co-President of Workday, Inc., a leading provider of enterprise cloud applications for finance and human resources. Until May 2025, he was executive vice president of Workday, a position he held beginning February 2018, and until October 2022, he was simultaneously the managing director and head of Workday Ventures, the strategic investment arm of Workday. From June 2015 to February 2018, Mr. Peek was co-president of Workday. He joined Workday in June 2012 as chief financial officer and served in that capacity until April 2016. From December 2011 to June 2012, Mr. Peek also served on the board of directors of Workday. Prior to joining Workday, Mr. Peek was president, business operations and chief financial officer of VMware, Inc., a provider of business infrastructure virtualization solutions. From April 2007 to January 2011, Mr. Peek served as chief financial officer of VMware, Inc. From 2000 to 2007, Mr. Peek was senior vice president and chief accounting officer at Amazon.com. Prior to joining Amazon.com, Mr. Peek spent 19 years at Deloitte, the last ten years as a partner. Since May 2021, Mr. Peek has served on the board of directors of SentinelOne, a provider of autonomous cybersecurity solutions. Mr. Peek also serves on the Advisory Board of the Foster School of Business at the University of Washington. Mr. Peek received a B.S. in accounting and international finance from Minnesota State University. Qualifications: Mr. Peek is qualified to serve as director of the Company because of his strong background and years of experience in accounting and financial management, as well as his industry knowledge regarding “software as a service” (SaaS) and cloud computing. Mr. Peek brings key financial expertise gained through his service as chief financial officer at Workday, Inc., as chief financial officer at VMware, as chief accounting officer at Amazon.com, and his 19 years of experience at Deloitte. Mr. Peek brings valuable technology industry knowledge from his role as managing director and head of Workday Ventures and his prior service as co-president of Workday. |

  11. Nominees for Election

    | Kara Sprague Chief Executive Officer, HackerOne Member of the Audit Committee Other public boards: None | Ms. Sprague is Chief Executive Officer at HackerOne, a cybersecurity solution provider. Prior to joining HackerOne in November 2024, she was Executive Vice President and Chief Product Officer at F5, a hybrid multi-cloud application security and delivery solution provider. She joined F5 in 2017 as General Manager for the Application Delivery Controller business, became Executive Vice President, Application Delivery and Enterprise Product Operations in 2020, and became Chief Product Officer in 2022. Prior to F5, Ms. Sprague spent 13 years with McKinsey & Company, where she held various leadership positions across their technology practice, including Managing Partner of the Technology, Media and Telecom Practice for the Western Region. Earlier in her career, Ms. Sprague was on the engineering staff of Oracle, Agilent Technologies, and Hewlett-Packard. She holds multiple degrees from the Massachusetts Institute of Technology, including Bachelor of Science and Master of Engineering degrees in Electrical Engineering and Computer Science, and a Master’s degree in Technology and Public Policy. Qualifications: Ms. Sprague is qualified to serve as a director of the Company because of her expertise in engineering and product development, her domain knowledge and experience, particularly in cloud services and security, her leadership abilities gained from her executive positions as well as her consulting experience, and her long involvement with bringing innovative technologies to market. |

  12. Nominees for Election

    | Thomas Sweet Former Chief Financial Officer, Dell Technologies Member of the Audit Committee Other public boards: 3M | Mr. Sweet was Chief Financial Officer of Dell Technologies, a global information technology company, from 2014 to August 2023, overseeing all aspects of the company’s finance function, including Dell Financial Services and Dell Technologies Capital, as well as global business operations and corporate strategy. He joined Dell in 1997 and held leadership positions in finance, sales and in various corporate business units before being named CFO in 2014. Prior to joining Dell, Mr. Sweet was vice president of accounting and finance for Telos Corporation, a cyber, cloud and enterprise security company, and before that he spent 13 years with Price Waterhouse providing audit and accounting services to the technology industry. He currently serves on the board of directors of 3M and Medline Industries, as well as the Salvation Army Central Texas Advisory Board and the Chancellor’s Council Executive Committee for the University of Texas System. Mr. Sweet received a bachelor’s degree in business administration from Western Michigan University and is a CPA. Qualifications: Mr. Sweet is qualified to serve as a director of the Company because of his deep expertise in finance, business operations and corporate strategy gained from his roles at Dell, a major global information technology company. Mr. Sweet also brings decades of experience and insight into the way technology is transforming the world of data. Mr. Sweet’s leadership in helping Dell evolve to become one of the world’s major technology companies provides the Company with valuable insight as it implements its long-term growth strategy. |

  13. Nominees for Election

    | Johan Wibergh Former Chief Technology Officer, Vodafone Chair of the People & Compensation Committee Other public boards: BCE, Inc. AST SpaceMobile Inc. | Mr. Wibergh was Group Technology Officer and Chief Information Officer of Vodafone, a global telecommunications provider, from May 2015 to December 2022. Before joining Vodafone, Mr. Wibergh held various management positions at Ericsson since 1997, including, from 2008, Executive Vice President and Head of Business Unit Networks. Prior to that, he held various management positions in other businesses in the information technology (IT) industry. Mr. Wibergh holds a Master in Computer Science from Linköping University in Sweden, and has attended various executive management programs during his career. Mr. Wibergh serves on the board of BCE Inc. and AST SpaceMobile Inc. as well as the boards of a number of privately held companies. Qualifications: Mr. Wibergh is qualified to serve as director of the Company because he brings valuable expertise in technologies relevant to the Company, including network and wireless connectivity, cybersecurity, and cloud computing. Mr. Wibergh also has a strong background in managing technology businesses and international operations, including as a result of his former position as Group Technology Officer and Chief Information Officer of Vodafone. |

  14. Nominees for Election

    Not standing for reelection:

  15. Nominees for Election

    | James C. Dalton Retired, U.S. Army Corps of Engineers Member of the Nominating and Corporate Governance Committee Other public boards: None | Mr. Dalton served as the Director of Civil Works for the U.S. Army Corps of Engineers (USACE) from August 2016 until January 2020. In this position, he led, managed and directed the policy development, programming, planning, design, construction, contingency operations and emergency response, operation, and maintenance activities of the Army Civil Works Program, a $6 billion annual program of water and related land resources of the United States, and oversaw the work of over 25,000 civilian employees. He also represented the USACE in the United Nations’ Advisory Board High-Level Experts and Leaders Panel on Water and Disasters, and served on several national and international water resources Committees. From May 2007 until August 2016 he was Chief of USACE’s Engineering and Construction (E&C) Division, responsible for policy, program, and technical expertise in the design and construction programs for the U.S. Army, U.S. Air Force, Department of Defense, other Federal agencies, and over 60 foreign nations. He served as the Corps’ South Atlantic Division and South Pacific Division Regional Integration Team (RIT) team leader, USACE Climate Change Adaptation Committee Chair, and lead for USACE on Resilience. Mr. Dalton was selected to the Senior Executive Service (SES) of the US Office of Personnel Management in January 2005. Mr. Dalton has held numerous other roles during his career with the U.S. Army Corps of Engineers, which he joined in 1978, including Regional Business Director for USACE’s South Atlantic Division in Atlanta, Georgia, Director of Business Management for the Gulf Region Division in Baghdad, Iraq, project manager for the Bosnia project to support Operation Joint Guard, and various engineer roles in Saudi Arabia as part of the Saudi Arabia construction program. Mr. Dalton received his B.S. in Architectural Engineering from North Carolina Agricultural & Technical State University and holds an M.S. in Civil Engineering from North Carolina State University. |

  16. Non-Employee Director Compensation

    Non-Employee Director Compensation Our non-employee directors (“Outside Directors”) receive compensation according to the terms of the Board of Directors Compensation Policy. The policy was last amended November 19, 2024 by the Board to include supplemental payments to the chair of the Board and the chairs of each standing committee of the Board, beginning with the third quarter of 2025. These supplemental payments were approved following recommendations of the People & Compensation Committee in consultation with its external compensation consultant, Mercer (US) LLC, utilizing benchmarking against the same peer group companies described in “Compensation Discussion and Analysis” below with respect to the compensation of our named executive officers. Under the policy, as amended, Outside Directors are eligible to receive the following: •upon election or re-election at the annual meeting of stockholders, a restricted stock unit (“RSU”) award for that number of shares of the Company’s common stock determined by dividing the target dollar amount of $285,000 by the 20-day average of the Company’s closing stock price ending on the date of grant; •an annual cash retainer of $65,000, payable in quarterly installments; and •beginning in the third quarter of 2025, a supplemental annual cash retainer for the chair of the Board and the chair of each standing committee of the Board in the following amounts, payable in quarterly installments: $100,000 for the chair of the Board of Directors $30,000 for the chair of the Audit Committee $20,000 for the chair of the People & Compensation Committee $15,000 for the chair of the Nominating and Corporate Governance Committee In addition, our Outside Directors are reimbursed for travel expenses and reimbursed for other necessary business expenses incurred in the performance of their services as directors of the Company. The RSU awards vest in full after one year. If an Outside Director is appointed or elected to the Board at a time other than the annual meeting, the initial RSU award will be prorated to account for the number of months that have already elapsed since the last annual meeting. If an Outside Director resigns or voluntarily terminates service as a member of the Board, any unvested RSU award shall vest at such time on a pro rata basis based upon the number of months of service since the last annual meeting of stockholders. The cash fees and target dollar amount for determining the number of RSU shares may be revised based upon appropriate compensation benchmarks presented to and approved by the People & Compensation Committee and the Board. Generally, director compensation is reviewed every other year, with the last revisions in 2024 and 2022. The table below shows the compensation earned by each Outside Director in 2025. Mr. Painter is not an Outside Director and receives no additional compensation for his service as director. His compensation from the Company is set forth in the “Summary Compensation Table” later in this proxy statement.

  17. Non-Employee Director Compensation

    | NON-EMPLOYEE DIRECTOR COMPENSATION TABLE — 2025 | | | | | Name | Fees earned or paid in cash ($) (1) | Stock awards ($) (2)(3) | Total ($) | | James C. Dalton (4) | 65,000 | 285,174 | 350,174 | | Börje Ekholm | 115,000 | 285,174 | 400,174 | | Kaigham (Ken) Gabriel | 65,000 | 285,174 | 350,174 | | Meaghan Lloyd | 72,500 | 285,174 | 357,674 | | Ronald S. Nersesian | 65,000 | 285,174 | 350,174 | | Mark S. Peek | 80,000 | 285,174 | 365,174 | | Kara Sprague | 65,000 | 285,174 | 350,174 | | Thomas Sweet | 65,000 | 285,174 | 350,174 | | Johan Wibergh | 75,000 | 285,174 | 360,174 |

  18. Non-Employee Director Compensation

    (1)The amounts in this column represent an annual cash retainer, paid quarterly. Amounts shown may include amounts earned during the year but paid after year end. (2)The amounts in this column represent the grant date fair value of RSU awards granted to each director re-elected at the 2025 annual meeting of stockholders. As described above, the number of shares for such awards is determined based on a 20-day average of the Company’s closing stock price ending on the date of grant, whereas the grant date fair value, calculated pursuant to Topic 718 of the Financial Accounting Standard Board’s Accounting Standards Codification, was estimated based on the Company’s closing stock price on the date of grant. (3)Each director held 3,974 outstanding unvested RSUs at fiscal year end. (4)Mr. Dalton, who has served as a director since 2020, is not standing for reelection. His position on the Board will end on the date of the Annual Meeting.

  19. Recent Results of Performance-Based Pay Programs

    Recent Results of Performance-Based Pay Programs Our compensation philosophy is to reward performance, with a substantial portion of executive pay contingent on the attainment of pre-established performance objectives, and the value of additional portions tied to Trimble’s stock price. In line with this philosophy, 60% of target pay for our CEO and 50% of target pay for our other Named Executive Officers is dependent on performance against objectives under the combination of our cash bonus plan and our equity incentive plan. Our Named Executive Officers’ target pay also includes time-based restricted stock units and stock options, ensuring further alignment with stockholder interests. In 2025, payouts under the annual cash bonus plan were based on financial metrics that are aligned with our long-term growth strategy: revenue, ARR and adjusted EBITDA. Based on performance results against these goals, the primary payout rate was 138.6% of target bonus opportunity in 2025. For the leaders of individual sectors, additional metrics were used, applicable to their sectors. The annual long-term incentive (“LTI”) equity awards granted in 2025 to our Named Executive Officers were a mix of 50% Performance Restricted Stock Units (“PRSUs”), 37.5% time‑vesting Restricted Stock Units (“RSUs”) and 12.5% Stock Options, except for our CEO. For our CEO, Mr. Painter, the mix was approximately 60% PRSUs, 25% RSUs, and 15% Stock Options, to provide a greater emphasis for our CEO on performance-based equity awards. We believe a mix of PRSU and RSU awards and Stock Options creates a well-balanced and market-aligned total compensation package, with a strong component of performance-based incentives that are aligned with stockholder interests. For 2025, 50% of the PRSUs vest based on total shareholder return (“TSR”) relative to the S&P 500, and 50% vest based on ARR growth, in each case over a three-year period. TSR is a valuable measure for alignment with stockholder interests. ARR is an important financial measure for Trimble because it provides insights into customer retention and growth, highlighting our ability to generate consistent income over time, and helping us to manage profitability. Monitoring and optimizing ARR is critical for sustaining growth and ensuring long-term success. ARR is also a useful metric for business valuation, provides an industry-standard benchmark to measure performance against peers, and provides valuable insight to our investors as well, giving them a supplementary indicator of the value of our recurring revenue contracts. Further, ARR supports our goal of driving compounded financial returns for stockholders. For these reasons, this metric is used in both our annual cash bonus and LTI plans. Including ARR in both our annual cash bonus and LTI plans ensures that our executives are incentivized to take actions to grow ARR, whether the impact of such actions is near-term or long-term. Illustrating our pay-for-performance philosophy, the following charts show the variability of payouts under the performance-based elements of compensation over recent years, with results based on performance against targets.

  20. Compensation Practices

    | What we do | What we don’t do | | Use a pay-for-performance philosophy. A substantial portion of executive compensation is directly linked to corporate performance, with a large percentage of each executive officer’s target total direct compensation dependent on our stock price and/or total shareholder return. Maintain an independent compensation committee. Our People & Compensation Committee consists solely of independent directors. Retain an independent compensation advisor. The People & Compensation Committee engages its own compensation advisor. Review executive compensation annually. The People & Compensation Committee conducts an annual review and approval of our compensation strategy, and an annual compensation-related risk profile review to ensure that our compensation programs do not encourage excessive or inappropriate risk-taking. Place compensation “at risk.” Our executive compensation program is designed with a significant portion of compensation “at risk” based on our performance, as well as short-term cash and long-term equity incentives to align the interests of our executive officers with those of our stockholders. Maintain a stock ownership policy. We maintain a stock ownership policy that requires our Named Executive Officers and other key executives to maintain a significant ownership level of our common stock. Maintain a compensation recovery (“clawback”) policy. In the event of a material restatement of our financial results, this policy provides for the recovery of certain compensation from our executive officers. This policy was updated in 2023 to comply with new SEC rules and Nasdaq listing standards. Hold an annual stockholder advisory vote to approve executive compensation. We conduct an annual stockholder advisory vote to approve the compensation of our CEO and other Named Executive Officers. | No executive retirement plans. We do not offer executive-only pension arrangements or retirement plans to our executive officers (although certain eligible executives may participate in the Age & Service Equity Vesting Program as described below). No perquisites. We do not provide perquisites or other personal benefits to our executive officers, other than an optional, company-paid annual executive physical exam. No tax reimbursements. We do not provide any tax reimbursement payments (including “gross-ups”) on any benefits, other than related to standard relocation benefits. No hedging or pledging of our equity securities. We prohibit our executive officers, the members of our Board, and other employees from hedging or pledging our equity securities. No stock option re-pricing. Our employee equity plan does not permit options to be repriced to a lower exercise or strike price without the approval of our stockholders. No single-trigger full vesting on change in control. An executive must experience a termination of employment (or constructive termination) to receive full vesting and other change-in-control benefits. No incentives to take excess risk. We strive to avoid compensation structures that would encourage the taking of undue risks. |

  21. 2025 Executive Compensation Highlights

    | | CEO | non-CEO NEOs | | | PRSUs | 60% | | 50% | | RSUs | 25% | | 37.5% | | Stock Options | 15% | | 12.5% |

  22. 2025 Executive Compensation Highlights

    Performance measurements for the PRSUs were based on achievement of goals for both relative TSR and ARR, with a weighting of 50% each. The weighting of performance goals between TSR and ARR was shifted from 25/75 in 2023, to 50/50 in 2024, based largely on stockholder feedback suggesting more emphasis on TSR, and remained at 50/50 in 2025. The TSR measure is based on the Company’s stock performance measured against the S&P 500 over a single three-year measurement period, in line with current best practices. The ARR measure is based on growth in annualized recurring revenue, also over a three-year period. Stock Ownership Guidelines: In light of our philosophy of emphasizing stock compensation relative to cash, our executive officers are required to hold a meaningful amount of Company stock. The CEO must hold eight times his annual salary. Other executive officers, besides the Chief Accounting Officer, must hold three times their annual salary. The Chief Accounting Officer must hold two times his annual salary. Our executives have five years to achieve these levels of stock ownership, and 50% of any after-tax shares acquired from the vesting or exercise of any Company equity plan are to be retained until the relevant stock ownership guideline has been met. (For the stock ownership requirements applicable to the members of our Board, see “Non-Employee Director Compensation—Non-Employee Director Stock Ownership Guidelines” above.)

  23. Competitive Positioning

    Competitive Positioning For purposes of comparing our executive compensation against the competitive market, the People & Compensation Committee reviews and considers the compensation levels and practices of a group of peer companies. This compensation peer group consists of technology companies that are similar to us in terms of revenue, market capitalization, industry, geographical location and number of employees. Our selection of peers also targets companies that are competitors and those with which we compete for talent. Within the technology sector, our peer group includes a relevant profile of companies across a range of technology sub-industries to match the diversity of our businesses. Specific Global Industry Classification Standard (GICS) sub-industries represented by companies included in our peer group include communications equipment, application software, industrial hardware, and electronic equipment and instruments. We compete for executive talent across many lines of business and therefore this diversity in our peer group keeps us informed and better aligned with pay practices across multiple relevant sub-industries. In developing the compensation peer group for 2025, the following general screening criteria were used to identify comparable companies: •competitors and other businesses in related industries, •revenue of approximately 0.5x to 2x our revenue, •a market capitalization of approximately 0.2x to 5x our market capitalization, and •business model fit and geographic location and spread. The People & Compensation Committee reviews our compensation peer group at least annually and adjusts its composition if warranted, taking into account changes in both our business and that of the companies in the peer group. For 2025, a number of changes were made to the peer group to: •align the median revenue with Trimble’s revenue, •maintain an appropriate mix of hardware and software companies, •account for acquisition and divestiture activity of both Trimble and its peers, and •recognize Trimble’s increasing use of subscription models and focus on growing its ARR. Two companies were removed from the compensation peer group for 2025 as a result of acquisitions announced or completed in 2024: Juniper Networks (acquired by Hewlett Packard Enterprise) and Splunk (acquired by Cisco). To maintain an appropriate mix of companies primarily focused on hardware or software, ensure representation of Trimble’s Transportation and Logistics sector, maintain a median revenue of the peer group close to Trimble’s revenue, and emphasize Trimble’s focus on growing its ARR, three companies were added: Fair Isaac Corporation, Fortinet, and Vontier Corporation. The resulting compensation peer group used by the People & Compensation Committee to assist with the determination of compensation for our executive officers in 2025 was as follows:

  24. Competitive Positioning

    | ANSYS | Fair Isaac Corporation | Roper Technologies | | Aspen Technology | Fortinet | Samsara | | Autodesk | Fortive | SS&C Technologies | | Bentley Systems | Keysight Technologies | Synopsys | | Cadence Design Systems | PTC | Vontier Corporation | | F5 | Rockwell Automation | Zebra Technologies |

  25. Competitive Positioning

    The People & Compensation Committee uses data drawn from our compensation peer group, as well as data from the Mercer Comptryx survey and the Radford Global Technology executive compensation survey, to evaluate the competitive market when determining the total direct compensation packages for our executive officers, including base salary, target annual cash bonus opportunities, and long-term incentive compensation opportunities.

  26. Details of 2025 Executive Compensation

    | Compensation Component | Why We Provide it and in What Form | How We Determine the Amount | What is the Intended Outcome | | Base Salary | • Consistent with competitive practice; provided in cash. | • Use of compensation peer group and other market compensation data, factoring in responsibilities and performance, with a general philosophy to position base salaries below the market median in favor of at-risk and performance-based compensation. | • Attract and retain highly talented executives by providing market competitive pay aligned to business and leadership experience, responsibilities and performance. | | Annual Short- Term Bonus Plan: Trimble OneBonus Plan (“TOP”) | • Establish direct pay-for-performance link. • Drive focus on annual business targets and objectives. • Reflect market competitive practice; provided in cash. | • Use of compensation peer group and other market compensation data within a competitive market median range for a target bonus percentage. • Payments are performance-based and calculated as a percentage of base salary. | • Within our pay-for-performance framework, we want to motivate our executives to achieve and exceed our annual business goals through the financial structure of TOP. | | Long-term Incentives (including PRSUs, RSUs, and Stock Options) | • Establish direct pay-for-performance link. • Drive focus on the achievement of critical long-term business objectives. • Align management’s interests with those of our stockholders. • Foster long-term retention of key executives. • Reflect market competitive practice; provided through equity awards. | • Use of compensation peer group and other market compensation data within a competitive market median range for annual equity award determination. • Amount of target annual equity awards also considers executive performance and responsibilities. • Payouts are performance‑based and contingent on achievement of pre‑established stretch goals. | • Deliver market competitive equity awards that drive a longer-term view of our business and targeted results that align with the interests of our stockholders. • Increase executive retention. • Create an effective mix of absolute and relative performance by awarding PRSUs that are aligned to Company financial results and/or total shareholder return (TSR). • Drive the creation of sustainable long-term value and stock price appreciation. | | Executive Benefits and Perquisite Allowance | • CEO and other executives participate in standard health & welfare and retirement benefits, along with our general full-time employee population. Certain eligible executives may participate in the Age & Service Equity Vesting Program. • No special perquisites provided to executives, other than an optional company-paid annual executive physical exam. | | |

  27. Base Salary

    Base Salary Base salary represents the fixed portion of the compensation of our Named Executive Officers and is an important element of compensation intended to attract and retain highly talented individuals. Using the competitive market data provided by its compensation consultant, the People & Compensation Committee reviews the base salaries for each of our executive officers as part of its annual executive compensation review, and makes adjustments as necessary or appropriate. In addition, the base salaries of our executive officers may be adjusted by the People & Compensation Committee in the event of a promotion or significant change in responsibilities. Generally, the People & Compensation Committee considers competitive market data to set base salaries. However, we typically position salaries below the market median to provide a greater proportion of executive compensation in the form of at-risk, performance-based compensation. The actual positioning will also be based on the factors described earlier in “Overview of Executive Compensation—Governance of Executive Compensation Program—Compensation-Setting Process.” In February 2025, the People & Compensation Committee performed its annual review and adjustment of base salaries. The People & Compensation Committee reviewed competitive positioning relative to our compensation peer group and the other factors described above, including individual performance. In determining the amounts of pay raises, the People & Compensation Committee also gave strong weight to internal equity and alignment. Based on these considerations, the base salaries of our Named Executive Officers for 2025 were set at the amounts shown in the table below, with comparison to 2024. Mr. Painter maintained the same base salary as the prior year given strong alignment to market benchmarks. Changes for the others were based primarily on market benchmarks used as a reference to assess competitive positioning. For Mr. Sawarynski, who was new in his role the prior year, this resulted in a salary increase of 5.1%. Mr. Bisio’s and Mr. Schwartz’s base salary increased 2.8%, primarily on the basis of competitive positioning and also strong personal performance. Mr. Keating’s salary increased 8.9% in connection with an expansion of his role to include responsibility for the entire Transportation & Logistics sector, and to align his pay more closely with the median of the market benchmarks and internal peers.

  28. Annual Cash Bonuses

    Annual Cash Bonuses Annual cash bonuses are determined under the Trimble OneBonus Plan (“TOP”) and are designed to provide financial incentives for the Company as a whole and our individual business sectors and divisions to meet or exceed annual target levels based on the Company’s operating plans and forecasts. TOP is consistent across a broad employee base, including our executive officers. Awards for our Named Executive Officers are determined based on a formula with predetermined financial measures aligned with the Company’s long-term growth strategy, and a non-financial modifier of up to +/‑10% of the financial measures payout. Under TOP, target cash bonuses are based on a percentage of each participant’s base salary rate. The base salary amount used for each individual’s payout calculation is determined as the average of the individual’s salary in each of the four quarters of the year. Payouts may range from zero to 2x the target cash bonus depending on the Company’s financial results, as detailed below, with a payout of 0.5x (50%) of target at threshold-level performance, 1x at target performance, and 2x at maximum performance. This result is potentially adjusted by a non-financial modifier that measures performance against pre-defined OKRs for each individual. The modifier can adjust the result for each individual Named Executive Officer by +/-10% (multiplicative), such that the maximum possible payout under TOP was 2.2x (220%) of target. The target annual cash bonus opportunities for our executive officers, other than our CEO, were recommended to the People & Compensation Committee by our CEO and approved by the People & Compensation Committee. The target annual cash bonus opportunity for our CEO was reviewed with input from the People & Compensation Committee’s independent compensation consultant. 2025 Target Bonus Opportunity Following an adjustment to Mr. Keating’s target from 60% to 80% of base salary due to expansion of his role and alignment with internal peers, the target and maximum annual cash bonus opportunities for each of our Named Executive Officers for 2025 were as follows:

  29. Annual Cash Bonuses

    | Named Executive Officer | 2025 target annual cash bonus opportunity (as a percentage of base salary), before modifier (1x) | 2025 annual cash bonus opportunity (as a percentage of base salary) at maximum achievement, before modifier (2x) | 2025 maximum annual cash bonus opportunity (as a percentage of base salary), with maximum modifier (2.2x) | | Mr. Painter | 200% | 400% | 440% | | Mr. Sawarynski | 80% | 160% | 176% | | Mr. Bisio | 80% | 160% | 176% | | Mr. Keating | 80% | 160% | 176% | | Mr. Schwartz | 80% | 160% | 176% |

  30. Annual Cash Bonuses

    Financial Performance Goals The amount awarded under TOP is determined based on achievement of performance goals that are set at definitive, rigorous and objective levels. The People & Compensation Committee selected revenue, adjusted EBITDA and annualized recurring revenue as the corporate financial performance measures under the 2025 TOP. Adjusted EBITDA and annualized recurring revenue are non-GAAP measures that the Company reports in its Annual Report on Form 10-K, together with a reconciliation of GAAP to non-GAAP financial measures, which is also included in Appendix A to this proxy statement. These measures were selected and weighted to reflect a balance of key Company metrics that measure recurring, sustainable performance and growth. Additional detail on each measure is provided below. Each measure is designed to be scored independently.

  31. Annual Cash Bonuses

    | Revenue | Adjusted EBITDA | Annualized Recurring Revenue | | Revenue reflects our ability to generate income and sustain operations, making it a fundamental indicator of our financial health and growth potential. | Adjusted EBITDA provides a clear view of our operational profitability by excluding non-cash expenses and one-time charges, offering investors a more accurate assessment of our core earnings capacity and financial viability than net income or operating income, its corresponding GAAP measures. | ARR provides insights into customer retention and growth, highlighting our ability to generate consistent income over time, and helping us to manage profitability. Monitoring and optimizing ARR is critical for sustaining growth and ensuring long-term success. |

  32. Annual Cash Bonuses

    Under TOP, the bonuses for Mr. Painter and Mr. Sawarynski were based on overall corporate performance against these measures. As heads of specific business sectors, Mr. Bisio, Mr. Keating and Mr. Schwartz have plan measures that are based in part on these same overall corporate measures and in part on performance of their respective sectors. The sector performance measures were revenue or bookings (measured by the annual contract value of new or renewed customer contracts), operating income, and ARR. For 2025, some of the targets for these measures were set lower than or just above results in 2024, due to factors including (i) the impact of divestitures, (ii) changes to how we internally define bookings, and (iii) the fact that fiscal 2024 included a 53rd week. The following table shows the results against targets in 2025 for the corporate financial performance metrics. As prescribed by TOP, actual results were adjusted to account for amounts attributable to certain acquisitions or divestitures and currency fluctuations, in order to more closely reflect organic results. Based on the results, the formula yielded a payout rate of 1.386x, or 138.6% of target bonus opportunity.

  33. Annual Cash Bonuses

    | (Dollars in millions) | | Threshold (0.5x) ($) | Target (1x) ($) | Maximum (2x) ($) | Results ($) | Payout rates | | | Corporate targets | weight | | | | | | | | Revenue | 20% | 3,298 | 3,435 | 3,607 | 3,517 | | 1.48 | | Adjusted EBITDA | 40% | 900 | 968 | 1,055 | 1,035 | | 1.77 | | ARR | 40% | 2,246 | 2,340 | 2,434 | 2,333 | | 0.96 | | Combined corporate payout rate (weighted average of corporate payout rates) | | | | | | | 1.386 |

  34. Annual Cash Bonuses

    The following table shows the results against targets in 2025 for the Field Systems sector performance metrics, applicable to Mr. Bisio. As prescribed by TOP, actual results were adjusted to account for amounts attributable to mid‑year changes in reporting segments and to currency fluctuations, in order to more closely reflect organic results. Based on the results, the formula yielded a payout rate of 1.689x, or 168.9% of target bonus opportunity.

  35. Annual Cash Bonuses

    | (Dollars in millions) | | Threshold (0.5x) ($) | Target (1x) ($) | Maximum (2x) ($) | Results ($) | Payout rates | | | | Field Systems sector targets | weight | | | | | | | | | Revenue | 25% | 1,348 | 1,404 | 1,474 | 1,471 | | 1.96 | | | Operating Income | 50% | 436 | 459 | 500 | 492 | | 1.80 | | | ARR | 25% | 355 | 370 | 385 | 390 | | 2.00 | | | | | | | | | | | weight | | Combined sector payout rate (weighted average of Field Systems payout rates) | | | | | | | 1.891 | 60% | | Combined corporate payout rate (from Corporate targets table above) | | | | | | | 1.386 | 40% | | Weighted average of Field Systems sector payout rate and corporate payout rate | | | | | | | 1.689 | |

  36. Annual Cash Bonuses

    The following table shows the results against targets in 2025 for the Transportation and Logistics sector performance metrics, applicable to Mr. Keating. As prescribed by TOP, actual results were adjusted to account for amounts attributable to mid‑year changes in reporting segments and to currency fluctuations, in order to more closely reflect organic results. Based on the results, the formula yielded a payout rate of 1.028x, or 102.8% of target bonus opportunity.

  37. Annual Cash Bonuses

    | (Dollars in millions) | | Threshold (0.5x) ($) | Target (1x) ($) | Maximum (2x) ($) | Results ($) | Payout rates | | | | T&L sector targets | weight | | | | | | | | | Bookings (annual contract value) | 25% | 76 | 84 | 92 | 88 | | 1.47 | | | Operating Income | 40% | 119 | 125 | 136 | 119 | | 0.50 | | | ARR | 35% | 477 | 497 | 522 | 483 | | 0.63 | | | | | | | | | | | weight | | Combined sector payout rate (weighted average of T&L payout rates) | | | | | | | 0.790 | 60% | | Combined corporate payout rate (from Corporate targets table above) | | | | | | | 1.386 | 40% | | Weighted average of T&L sector payout rate and corporate payout rate | | | | | | | 1.028 | |

  38. Annual Cash Bonuses

    The following table shows the results against targets in 2025 for the AECO sector performance metrics, applicable to Mr. Schwartz. As prescribed by TOP, actual results were adjusted to account for amounts attributable to certain acquisitions or divestitures and to currency fluctuations, in order to more closely reflect organic results. Based on the results, the formula yielded a payout rate of 1.332x, or 133.2% of target bonus opportunity.

  39. Annual Cash Bonuses

    | (Dollars in millions) | | Threshold (0.5x) ($) | Target (1x) ($) | Maximum (2x) ($) | Results ($) | Payout rates | | | | AECO sector targets | weight | | | | | | | | | Bookings (annual contract value) | 30% | 299 | 313 | 327 | 314 | | 1.10 | | | Operating Income | 35% | 445 | 478 | 512 | 510 | | 1.94 | | | ARR | 35% | 1,411 | 1,470 | 1,529 | 1,449 | | 0.82 | | | | | | | | | | | weight | | Combined sector payout rate (weighted average of AECO payout rates) | | | | | | | 1.296 | 60% | | Combined corporate payout rate (from Corporate targets table above) | | | | | | | 1.386 | 40% | | Weighted average of AECO sector payout rate and corporate payout rate | | | | | | | 1.332 | |

  40. Annual Cash Bonuses

    Non-financial modifier The financial performance goals are based entirely on the Company’s financial performance (either company-wide or by sector). For executive officers, the resulting payout may then be modified by a non-financial modifier of up to +/‑10% (multiplicative) of the financial-performance payout rate. The non-financial modifier allows for structured discretion to evaluate individual performance against pre-defined OKRs relating to strategic initiatives and other critical responsibilities of our Named Executive Officers. Although the Company achieved a strong year in 2025, a review of the executive team’s performance concluded that the resulting bonus payouts were appropriate based on individual results, and therefore, no additional adjustments were recommended. Bonus Payouts in 2025 Based on these payout rates, the annual cash bonuses earned by our Named Executive Officers under TOP for performance in 2025 were as follows:

  41. Annual Cash Bonuses

    | Named Executive Officer | 2025 target annual cash bonus ($) (1) | Payout rate, based on financial results (2) | Non-financial modifier (+/-%) | Resulting percentage of target bonus paid (2) | 2025 actual annual cash bonus ($) | | Mr. Painter | 1,900,000 | 138.6% | —% | 138.6% | 2,633,443 | | Mr. Sawarynski | 373,728 | 138.6% | —% | 138.6% | 517,995 | | Mr. Bisio | 375,728 | 168.9% | —% | 168.9% | 634,633 | | Mr. Keating | 360,000 | 102.8% | —% | 102.8% | 370,129 | | Mr. Schwartz | 375,728 | 133.2% | —% | 133.2% | 500,401 |

  42. Annual Cash Bonuses

    (1) Based on a quarterly average base salary in fiscal 2025, and the target percentage opportunity set forth earlier. As a result of the use of a quarterly average, the base salary component used for the calculation may differ from the amounts of base salary shown under “Base Salary” above. (2) The “Payout rate based on financial results” and the “Resulting percentage of target bonus paid” columns are presented on a rounded basis.

  43. Long-Term Incentive Compensation

    Long-Term Incentive Compensation We view long-term incentive compensation in the form of equity awards as a critical element of our executive compensation program. The realized value of these equity awards bears a direct relationship to our stock price, and, therefore, these awards are an incentive for our executive officers to create long-term value for our stockholders. Equity awards also help us retain qualified executive officers in a competitive market. Long-term incentive compensation opportunities in the form of equity awards are determined and granted by the People & Compensation Committee. The amount and forms of these equity awards are determined by the People & Compensation Committee after considering the factors described earlier under “Overview of Executive Compensation.” The amounts of the equity awards are also intended to provide competitively-sized awards and resulting target total direct compensation opportunities within a competitive range of the market median relative to our compensation peer group, Mercer survey data, and Radford survey data for similar roles and positions for each of our executive officers, taking into consideration business results, internal equity, experience and individual performance. Components of 2025 Long-Term Incentive Compensation In 2025, the People & Compensation Committee determined the long-term incentive equity awards to be granted to our executive officers over the annual cycle would be a mix of performance-vesting PRSUs, time-vesting RSUs and Stock Options. The mix of annual awards, in terms of the total annual target LTI equity value granted to each Named Executive Officer, was approximately 50% PRSUs, 37.5% RSUs and 12.5% Stock Options, except for our CEO, Mr. Painter, for whom the mix was 60% PRSUs, 25% RSUs and 15% Stock Options. •PRSUs. The People & Compensation Committee determined that PRSU awards granted in 2025 would be based on achievement of goals for relative TSR, to align outcomes to the market, and goals for annualized recurring revenue, to align outcomes to driving business results, with equal weighting between these goals, and both goals measured over three years. For the TSR payout rate, a new maximum of 300% was added in 2025, should Trimble’s TSR be the highest in the index. The maximum ARR payout rate remains at 200%, such that the maximum combined average payout rate is 250%, or 2.5x the target number of units, as shown by the following formula:

  44. Long-Term Incentive Compensation

    | Target Units | × | (TSR payout rate (50% of formula) | + | ARR payout rate (50% of formula)) | = | PRSU Payout (up to 2.5x the number of target units) |

  45. Long-Term Incentive Compensation

    The TSR payout rate is based on relative total shareholder return over three years, from January 1, 2025 to December 31, 2027. The payout curve provides that at a threshold level of performance (TSR at the 25th percentile), the TSR payout rate will be 50%; for target performance (TSR at the 50th percentile), the TSR payout rate will be 100%; for TSR at the 75th percentile, the TSR payout rate will be 200%; and at the maximum level of performance (if Trimble’s TSR is the highest in the index), the TSR payout rate will be 300%; with linear interpolation applied between these defined points. The total shareholder return of both Trimble and the S&P 500 constituents is measured using a 90-trading-day average at the start and the end of the performance period, which reduces the effect of daily stock market volatility on these measurements. The ARR payout rate is based on growth in annualized recurring revenue over three years, from the beginning of fiscal 2025 to the end of fiscal 2027, with performance goals approved by the People & Compensation Committee that are set at definitive, rigorous and objective levels so as to require significant effort and achievement by our executive team. The payout curve provides that any performance below a threshold level will yield an ARR payout rate of 0%; performance at target will yield an ARR payout rate of 100%; and at the maximum level of performance, the ARR payout rate will be 200%; with linear interpolation applied between these defined points. The TSR and ARR payout rates are then combined by adding 50% of the TSR payout rate and 50% of the ARR payout rate. The target number of units is then multiplied by the combined payout rate to determine the payout upon vesting. The PRSU awards will vest on April 15, 2028. •RSUs. The time-based portion of the long-term incentive compensation value granted to our Named Executive Officers was delivered in the form of time-based RSU awards. The RSU awards vest over three years in equal annual installments. This aligns with our goals of executive retention and long-term stock price appreciation. •Stock Options. Stock Options complement the PRSU and RSU awards to provide a balanced, market‑aligned total compensation package and promote an even greater degree of alignment with stockholder interests. The Stock Options vest over a three-year period in equal annual installments. We consider Stock Options to be stockholder aligned and performance-based given absolute stock price growth is required before any value is realized. The option exercise price is equal to the closing price on the date of grant. The options have a term of 10 years from the grant date. The People & Compensation Committee approved the mix of 2025 long-term incentive equity awards based on an assessment of our compensation objectives and historical practice, input from the People & Compensation Committee’s independent compensation consultant, and market practice among companies in our compensation peer group. We believe that the mix of time- and performance-based vesting equity awards is competitive with applicable market practice. The People & Compensation Committee determined through peer group analysis that the equity awards to our CEO would include a greater weighting on performance-based compensation than for our other Named Executive Officers, in order to align with peer companies and our pay-for-performance focus. Equity Awards in 2025 The People & Compensation Committee approved the following aggregate equity awards for our Named Executive Officers in 2025. The target LTI values for Mr. Schwartz, and to a lesser extent, Mr. Painter, were increased from the prior year to improve competitive positioning relative to market benchmarks.

  46. Long-Term Incentive Compensation

    | Named Executive Officer | RSU awards (# of shares) | PRSU awards (# of shares at target) | Stock Option awards (# of shares underlying options) | Aggregate grant date fair value (as shown in Summary Compensation Table) (1) ($) | | Mr. Painter | 45,852 | 110,046 | 82,522 | 15,542,501 | | Mr. Sawarynski | 15,872 | 21,162 | 15,870 | 3,464,067 | | Mr. Bisio | 15,872 | 21,162 | 15,870 | 3,464,067 | | Mr. Keating | 6,349 | 8,466 | 6,348 | 1,385,752 | | Mr. Schwartz | 17,988 | 23,984 | 17,986 | 3,925,961 |

  47. Long-Term Incentive Compensation

    (1) Information regarding the valuation of the equity awards is provided in the footnotes to the “Executive Compensation Tables” set forth later in this proxy statement.

  48. Certain Awards Granted in Prior Years

    | | Threshold | Target | Maximum | Results | Weight | | TSR percentile goals | 25th | 50th | 75th | 26th | | | Payout rates | 50% | 100% | 200% | 51.8% | 50% | | ARR CAGR goals | 5% | 11% | 17% | 14.4% | | | Payout rates | 0% | 100% | 200% | 156.5% | 50% | | Combined payout rate (weighted average), before modifier: | | | | 104.1% | |

  49. Certain Awards Granted in Prior Years

    | Combined ARR and TSR payout rate | Modifier | | Final payout rate | | 104.1%x | (100% - 3.07%) | = | 100.9% |

  50. Certain Awards Granted in Prior Years

    | | Threshold | Target | Maximum | Results | Weight | | TSR percentile goals | 25th | 50th | 75th | 51st | | | Payout rates | 50% | 100% | 200% | 102.2% | 25% | | ARR CAGR goals | 5% | 11% | 17% | 13.2% | | | Payout rates | 0% | 100% | 200% | 136.4% | 75% | | Combined payout rate (weighted average), before modifier: | | | | 127.9% | |

  51. Certain Awards Granted in Prior Years

    | Combined ARR and TSR payout rate | Modifier | | Final payout rate | | 127.9%x | (100% + 3.87%) | = | 132.8% |

  52. Welfare and Health Benefits

    Welfare and Health Benefits Our executive officers are eligible to receive the same employee benefits that are generally available to all of our full-time employees, subject to the satisfaction of certain eligibility requirements. These benefits (which vary by country/region), include health and wellness benefits, life insurance and disability benefits, flexible savings accounts, paid time off, parental and family leave, and various support and assistance programs. In addition, our employees, including our executive officers, are eligible to participate in our Section 401(k) retirement plan, under which participants in general may receive up to $4,000 per year in matching Company contributions, and our Employee Stock Purchase Plan, under which participants may purchase shares of Company stock at a discount, at regular intervals. In late 2022, the People & Compensation Committee approved the use of an external vendor to conduct a comprehensive annual executive physical exam for certain executives, including each of our Named Executive Officers. The People & Compensation Committee determined it was important that our most senior leaders prioritize their own health in the best interests of our continued success. In 2025, payments for this benefit were made on behalf of Mr. Painter and Mr. Keating in the amounts of $7,301 and $6,079, respectively. Certain of the Company’s executive officers, including each of the Named Executive Officers, are eligible to participate in a post-employment equity vesting arrangement (see the description under “Post-Employment Compensation—Trimble Age & Service Equity Vesting Program” later in this proxy statement). Certain of our Named Executive Officers have also participated in our Non-Qualified Deferred Compensation Plan (which has since been suspended), as discussed later in this proxy statement. In addition, we pay basic life insurance premiums on behalf of our Named Executive Officers, as part of our general death benefits for full-time employees. In structuring these benefit programs, we seek to provide an aggregate level of benefits that are comparable to those provided by similar companies.

  53. Executive Severance and Change-in-Control Compensation Arrangements

    Executive Severance and Change-in-Control Compensation Arrangements We have entered into executive severance and change-in-control severance agreements (the “Severance Agreements”) with each of our executive officers, including our Named Executive Officers. The post-employment compensation arrangements provided under the Severance Agreements are intended to supersede any post-employment arrangements provided to the Named Executive Officers in their employment agreements or offer letters. We believe that these arrangements are designed to align the interests of our executive officers and our stockholders when considering our long-term future. The primary purpose of these arrangements is to keep our most senior executive officers focused on pursuing all corporate transaction activity that is in the best interests of our stockholders regardless of whether those transactions may result in their own job loss. Reasonable post-acquisition payments and benefits should serve the interests of both the executive officer and our stockholders. We also believe that having in place reasonable and competitive post-employment compensation arrangements is essential to attracting and retaining highly qualified executive officers. The Severance Agreements are designed to provide reasonable compensation to executive officers who leave our employ under certain circumstances, to facilitate their transition to new employment. Further, in some instances, we seek to mitigate any potential employer liability and avoid future disputes or litigation by requiring a departing executive officer to sign a separation and release agreement acceptable to us as a condition to receiving post-employment compensation payments or benefits. The People & Compensation Committee does not consider the specific amounts payable under the executive severance and change-in-control severance arrangements when establishing annual compensation. We do believe, however, that these arrangements are necessary to offer compensation packages that are competitive. For detailed descriptions of the post-employment compensation arrangements we maintain with our Named Executive Officers, as well as an estimate of the potential payments and benefits payable under these arrangements, see “Post-Employment Compensation” later in this proxy statement.

  54. Other Compensation Policies and Practices

    Other Compensation Policies and Practices Stock Ownership Policy We maintain a stock ownership policy for our executives, along with stock ownership guidelines for members of our Board, to further align their respective interests with the interests of our stockholders, and to further promote our commitment to sound corporate governance. (For the guidelines applicable to the members of our Board, see “Non‑Employee Director Compensation—Non-Employee Director Stock Ownership Guidelines.”) The stock ownership policy for our executive officers (as defined under SEC rules) requires each officer to own a minimum number of shares of our common stock equal to a multiple of his or her annualized base salary. Effective November 2022, our Board modified the stock ownership policy for executives to increase the threshold stock ownership requirements and to introduce a stock retention requirement. The guidelines require our executive officers to maintain ownership in the Company’s stock equal to a multiple of their base salary. The multiple of base salary for the CEO is 8x (increased from 5x), for other executive officers besides the Chief Accounting Officer is 3x (increased from 2x), and for the Chief Accounting Officer is 2x (increased from 1x). Our executives have five years to achieve these levels of stock ownership, subject to the new stock retention policy if the threshold ownership level has not yet been achieved. The current threshold ownership levels are set forth below:

  55. Other Compensation Policies and Practices

    Shares owned indirectly are counted toward the ownership guidelines, provided there is an economic interest in the shares. Shares subject to time-based RSUs are counted toward the ownership guidelines, whether vested or unvested, but shares subject to unexercised options and unearned PRSUs are not counted toward the ownership guidelines. The shares needed for an executive to meet the minimum ownership level may be accumulated during the first five years from the date they assume one of the roles listed or from the effectiveness of the new ownership requirements, whichever is later. Until that ownership requirement is attained, covered executives must retain 50% of their after-tax shares acquired upon exercise or vesting of an equity award. As of the Record Date, each of our executive officers, including the Named Executive Officers, to whom the minimum ownership levels apply, has achieved their respective required ownership levels. Compensation Recovery (“Clawback”) Policy In May 2017, the Board adopted the Trimble Inc. Incentive Compensation Recoupment Policy, which was amended in September 2023 (such policy, as amended, the “Clawback Policy”). The Clawback Policy includes both (1) a mandatory recovery element applicable to our current and former executive officers who are subject to Section 16 of the Exchange Act (“Section 16 officers”) to comply with the incentive-based compensation recovery provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the Nasdaq listing standards regarding recovery of erroneously awarded compensation in the event of an accounting restatement on a “no fault” basis and (2) a discretionary element that permits the Company to seek recovery or forfeiture of Additional Compensation (as defined below) over a three-year look-back period awarded to our current and former Section 16 officers if they committed certain misconduct that directly caused or materially contributed to the need for an accounting restatement. “Additional Compensation” means compensation that is received by a current or former Section 16 officer during the applicable look-back period, whether cash- or equity-based (including, without limitation, time-based and performance-based equity awards), which may be discretionary or performance-based, but not including salary or employee retirement, welfare benefits and not including compensation recoverable under the mandatory recovery aspect of the Clawback Policy. Each of our Section 16 officers is required to sign an acknowledgment of the Clawback Policy. The Clawback Policy was filed as Exhibit 10.1 to the Company’s quarterly report on Form 10-Q for the quarter ended September 29, 2023. Policy Prohibiting Hedging or Pledging of Company Securities We have a policy that prohibits all hedging or monetization transactions that could result in an employee, including an executive officer, or a member of our Board to continue to own the covered securities at issue, but without the full risks and rewards of ownership. If that were to occur, the employee or director may no longer have the same objectives as our other stockholders. We consider it improper and inappropriate for our employees, including our executive officers, to engage in such transactions, and have expressly prohibited directors, employees and their designees from purchasing financial instruments, or otherwise engaging in transactions, that hedge or offset any decrease in the market value of our equity securities, under our Insider Trading Policy, a copy of which was filed as Exhibit 19.1 to our Annual Report on Form 10-K for fiscal 2025. Our Insider Trading Policy and related procedures are designed to promote compliance with insider trading laws, rules and regulations, and the Nasdaq Listing Standards. While use of Company securities as collateral for margin accounts or other transactions does not directly create a misalignment with stockholders’ interests, it raises potential risks to stockholder value, particularly if the pledge is significant. Based on these potential risks, we have prohibited pledging transactions as well. Equity Grant Timing Practices The Company does not time equity awards in coordination with the release of material non-public information. Annual equity awards are granted as of the date of the People & Compensation Committee’s March meeting, and grants to any newly hired or promoted executives are made on the date of hire or promotion. We do not grant any form of equity compensation in anticipation of the release of material non-public information, and similarly, we do not time the release of material non-public information based on equity award grant dates for the purpose of affecting the value of any equity award. The People & Compensation Committee also does not take material non-public information into account when determining the timing and terms of equity award grants; provided, that, if material non-public information became known to the People & Compensation Committee prior to granting an equity award, it may take the existence of such information into consideration and use its business judgment to determine whether to delay the grant of equity.

  56. Summary Compensation Table

    Summary Compensation Table The following table sets forth the compensation information for the 2025, 2024, and 2023 fiscal years for each of the Named Executive Officers.

  57. Summary Compensation Table

    | SUMMARY COMPENSATION TABLE — 2025, 2024, and 2023 | | | | | | | | | Name and Principal Position | Year (1) | Salary (2) ($) | Stock awards (3)(4) ($) | Option awards (4) ($) | Non-equity incentive plan compensation (5) ($) | All other compensation (6) ($) | Total ($) | | Robert G. Painter | 2025 | 950,000 | 13,311,864 | 2,230,637 | 2,633,443 | 4,000 | 19,129,944 | | President and Chief Executive Officer | 2024 | 950,000 | 12,412,827 | 2,224,330 | 3,347,714 | 4,000 | 18,938,871 | | | 2023 | 950,000 | 10,595,669 | 2,084,098 | 1,320,338 | 4,537 | 14,954,642 | | Phillip Sawarynski | 2025 | 467,600 | 3,035,088 | 428,979 | 517,995 | 4,000 | 4,453,662 | | Chief Financial Officer | 2024 | 430,493 | 3,241,051 | 339,825 | 549,559 | 4,000 | 4,564,928 | | Ronald J. Bisio | 2025 | 469,908 | 3,035,088 | 428,979 | 634,633 | 4,000 | 4,572,608 | | Senior Vice President | 2024 | 457,692 | 3,096,527 | 463,412 | 545,642 | 4,000 | 4,567,273 | | | 2023 | 439,299 | 1,258,649 | 202,616 | 324,966 | 4,400 | 2,229,930 | | Chris Keating | 2025 | 448,588 | 1,214,160 | 171,592 | 370,129 | 4,000 | 2,208,469 | | Senior Vice President | | | | | | | | | Mark Schwartz | 2025 | 469,908 | 3,439,785 | 486,176 | 500,401 | 4,000 | 4,900,270 | | Senior Vice President | 2024 | 457,692 | 3,096,527 | 463,412 | 698,277 | 4,000 | 4,719,908 |

  58. Summary Compensation Table

    (1)Mr. Sawarynski, Mr. Keating, and Mr. Schwartz became Named Executive Officers in 2024, 2025, and 2024, respectively. (2)The amounts shown are for amounts of salary earned in each year, which generally differ from base salary rates for a number of reasons, such as mid-year base salary adjustments. (3)The amounts shown in this column for 2025 include RSUs as well as PRSUs that are valued assuming target performance levels. Assuming maximum performance was achieved for the PRSUs, the grant date value of the PRSUs would be as follows: Mr. Painter $18,531,746, Mr. Sawarynski $3,563,681, Mr. Bisio $3,563,681, Mr. Keating $1,425,674, and Mr. Schwartz $4,038,906. (Note that these amounts are calculated based on the number of shares issuable upon maximum achievement and the grant date stock price. Accordingly, these maximum amounts are not a fixed multiple of the grant date fair value shown in the “Grants of Plan-Based Awards” table, which uses a Monte Carlo valuation model for the portions of the awards that are based on total shareholder return.) Adding the foregoing maximum numbers for PRSUs to the grant date values for RSUs, the aggregate value of the stock awards at maximum performance would be: Mr. Painter $21,620,337, Mr. Sawarynski $4,632,819, Mr. Bisio $4,632,819, Mr. Keating $1,853,343, and Mr. Schwartz $5,250,578. (4)The fair values of stock awards were calculated in accordance with FASB ASC Topic 718. See Note 3 to the following table, “Grants of Plan-Based Awards—2025,” for details regarding the calculation of fair values. (5)Consists of cash bonuses earned under the Trimble OneBonus Plan (TOP). (6)Consists of items not reportable in other columns of the table. For 2025, the amounts reported consist solely of the Company’s matching 401(k) plan contributions, and exclude any amounts for perquisites and other personal benefits, as the total value of all such perquisites and personal benefits for each Named Executive Officer was less than $10,000.

  59. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The table below lists the plan-based awards for each of the Named Executive Officers during the fiscal year ended January 2, 2026.

  60. Grants of Plan-Based Awards

    | GRANTS OF PLAN-BASED AWARDS — 2025 | | | | | | | | | | | | | | Name | Award type (1) | Grant date | Estimated future payouts under non-equity incentive plan awards (2) | | | Estimated possible payouts under equity incentive plan awards | | | All other stock awards: number of shares of stock or units (#) | All other option awards: number of securities underlying options (#) | Exercise or base price of option awards ($/share) | Grant date fair value of stock and option awards (3) ($) | | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Robert G. Painter | Cash Incentive | | 171,000 | 1,900,000 | 4,180,000 | | | | | | | | | | RSU Award | 3/12/2025 | | | | | | | 45,852 | | | 3,088,591 | | | PRSU Award | 3/12/2025 | | | | 27,512 | 110,046 | 275,115 | | | | 10,223,273 | | | Option Award | 3/12/2025 | | | | | | | | 82,522 | 67.36 | 2,230,637 | | Phillip Sawarynski | Cash Incentive | | 33,636 | 373,728 | 822,202 | | | | | | | | | | RSU Award | 3/12/2025 | | | | | | | 15,872 | | | 1,069,138 | | | PRSU Award | 3/12/2025 | | | | 5,291 | 21,162 | 52,905 | | | | 1,965,950 | | | Option Award | 3/12/2025 | | | | | | | | 15,870 | 67.36 | 428,979 | | Ronald J. Bisio | Cash Incentive | | 13,526 | 375,728 | 826,602 | | | | | | | | | | RSU Award | 3/12/2025 | | | | | | | 15,872 | | | 1,069,138 | | | PRSU Award | 3/12/2025 | | | | 5,291 | 21,162 | 52,905 | | | | 1,965,950 | | | Option Award | 3/12/2025 | | | | | | | | 15,870 | 67.36 | 428,979 | | Chris Keating | Cash Incentive | | 12,960 | 360,000 | 792,000 | | | | | | | | | | RSU Award | 3/12/2025 | | | | | | | 6,349 | | | 427,669 | | | PRSU Award | 3/12/2025 | | | | 2,117 | 8,466 | 21,165 | | | | 786,492 | | | Option Award | 3/12/2025 | | | | | | | | 6,348 | 67.36 | 171,592 | | Mark Schwartz | Cash Incentive | | 13,526 | 375,728 | 826,602 | | | | | | | | | | RSU Award | 3/12/2025 | | | | | | | 17,988 | | | 1,211,672 | | | PRSU Award | 3/12/2025 | | | | 5,996 | 23,984 | 59,960 | | | | 2,228,113 | | | Option Award | 3/12/2025 | | | | | | | | 17,986 | 67.36 | 486,176 |

  61. Grants of Plan-Based Awards

    (1)The time‑based RSU awards and the option awards vest over three years, with one third vesting on each anniversary of the “vesting start date”, which is April 15, 2025 for all such awards in the table. The material terms of the PRSU awards are described in “Compensation Discussion and Analysis” above, under the section “Details of 2025 Executive Compensation—Long-Term Incentive Compensation.” (2)Under TOP for 2025, the annual target cash incentive opportunity was a percentage of base salary (based on a quarterly average during the year), which was 200% for Mr. Painter and 80% for the other Named Executive Officers, subject in each case to a non-financial modifier of up to +/-10% of the vesting outcome for the financial measures. No payout is guaranteed under TOP. Below threshold performance, the payout is 0%. Threshold payout for a given metric is 0.5x (50%) of target, subject to a reduction of 10% for the non-financial modifier. The maximum payout is 2x (200%) of target plus up to an additional 10% for the non-financial modifier, such that the maximum payout under TOP is 220% of target. (3)The fair values of stock awards were calculated in accordance with FASB ASC Topic 718. The fair value of the time-based RSU awards is determined using the closing price of our common stock on the date of grant. The fair value of the performance-based PRSU awards is determined by the probable achievement of the underlying performance goals as of the grant date and, for the awards based on total shareholder return, by using a Monte Carlo valuation model. The fair value of the options is determined by the Black-Scholes valuation model. For a description of the assumptions used in determining the value of stock awards, please refer to “Note 15: Employee Stock Benefit Plans” of the Company’s Annual Report on Form 10-K filed on February 25, 2026.

  62. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The table below shows the stock options and stock awards outstanding for each of the Named Executive Officers as of the fiscal year ended January 2, 2026.

  63. Outstanding Equity Awards at Fiscal Year-End

    | OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END — 2025 | | | | | | | | | | | Name | Grant Date | Option awards | | | | Stock awards | | | | | | | Number of securities underlying unexercised options exercisable (#) | Number of securities underlying unexercised options unexercisable (#) | Option exercise price ($) | Option expiration date | Number of shares or units of stock that have not vested (#) | Market value of shares or units of stock that have not vested ($) (1) | Equity incentive plan awards: number of unearned shares, units or other rights that have not vested (#) (2) | Equity incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested ($) (1) | | Robert G. Painter | 3/21/2023(3) | 70,671 | 35,336 | 49.90 | 3/21/2033 | | | | | | | 3/21/2023(4) | | | | | 19,631 | 1,537,696 | | | | | 3/21/2023(5)(A) | | | | | | | 233,215 | 18,267,762 | | | 3/21/2023(6)(A) | | | | | | | 77,739 | 6,089,312 | | | 3/19/2024(3) | 28,953 | 57,906 | 63.47 | 3/19/2034 | | | | | | | 3/19/2024(4) | | | | | 32,170 | 2,519,876 | | | | | 3/19/2024(7)(B) | | | | | | | 57,906 | 4,535,777 | | | 3/19/2024(8)(A) | | | | | | | 115,812 | 9,071,554 | | | 3/12/2025(3) | — | 82,522 | 67.36 | 3/12/2035 | | | | | | | 3/12/2025(4) | | | | | 45,852 | 3,591,587 | | | | | 3/12/2025(9)(C) | | | | | | | 0 | — | | | 3/12/2025(10)(A) | | | | | | | 165,069 | 12,929,855 | | Phillip Sawarynski | 1/17/2023(4) | | | | | 656 | 51,384 | | | | | 3/21/2023(4) | | | | | 1,374 | 107,625 | | | | | 3/21/2023(5)(A) | | | | | | | 6,048 | 473,724 | | | 1/16/2024(4) | | | | | 12,858 | 1,007,167 | | | | | 3/19/2024(3) | 4,423 | 8,847 | 63.47 | 3/19/2034 | | | | | | | 3/19/2024(4) | | | | | 8,847 | 692,986 | | | | | 3/19/2024(7)(B) | | | | | | | 8,847 | 692,986 | | | 3/19/2024(8)(A) | | | | | | | 17,694 | 1,385,971 | | | 3/12/2025(3) | — | 15,870 | 67.36 | 3/12/2035 | | | | | | | 3/12/2025(4) | | | | | 15,872 | 1,243,254 | | | | | 3/12/2025(9)(C) | | | | | | | 0 | 0 | | | 3/12/2025(10)(A) | | | | | | | 31,743 | 2,486,429 | | Ronald J. Bisio | 3/21/2023(3) | 6,870 | 3,436 | 49.90 | 3/21/2033 | | | | | | | 3/21/2023(4) | | | | | 3,436 | 269,142 | | | | | 3/21/2023(5)(A) | | | | | | | 22,673 | 1,775,992 | | | 3/21/2023(6)(A) | | | | | | | 7,557 | 591,940 | | | 3/19/2024(3) | 6,032 | 12,064 | 63.47 | 3/19/2034 | | | | | | | 3/19/2024(4) | | | | | 11,580 | 907,061 | | | | | 3/19/2024(7)(B) | | | | | | | 12,064 | 944,973 | | | 3/19/2024(8)(A) | | | | | | | 24,128 | 1,889,946 | | | 3/12/2025(3) | — | 15,870 | 67.36 | 3/12/2035 | | | | | | | 3/12/2025(4) | | | | | 15,236 | 1,193,436 | | | | | 3/12/2025(9)(C) | | | | | | | 0 | 0 | | | 3/12/2025(10)(A) | | | | | | | 31,743 | 2,486,429 | | Chris Keating | 3/21/2023(3) | 3,680 | 1,841 | 49.90 | 3/21/2033 | | | | | | | 3/21/2023(4) | | | | | 1,841 | 144,206 | | | | | 3/21/2023(5)(A) | | | | | | | 12,146 | 951,412 | | | 3/21/2023(6)(A) | | | | | | | 4,048 | 317,080 | | | 12/6/2023(11)(C) | | | | | | | 0 | 0 | | | 3/19/2024(3) | 1,809 | 3,620 | 63.47 | 3/19/2034 | | | | | | | 3/19/2024(4) | | | | | 3,620 | 283,555 | | | | | 3/19/2024(7)(B) | | | | | | | 3,619 | 283,476 | | | 3/19/2024(8)(A) | | | | | | | 7,238 | 566,953 | | | 7/8/2024(11)(C) | | | | | | | 0 | 0 | | | 3/12/2025(3) | — | 6,348 | 67.36 | 3/12/2035 | | | | | | | 3/12/2025(4) | | | | | 6,349 | 497,317 | | | | | 3/12/2025(9)(C) | | | | | | | 0 | 0 | | | 3/12/2025(10)(A) | | | | | | | 12,699 | 994,713 | | Mark Schwartz | 3/21/2023(3) | 5,398 | 2,700 | 49.90 | 3/21/2033 | | | | | | | 3/21/2023(4) | | | | | 2,700 | 211,491 | | | | | 3/21/2023(5)(A) | | | | | | | 17,816 | 1,395,496 | | | 3/21/2023(6)(A) | | | | | | | 5,938 | 465,108 | | | 3/19/2024(3) | 6,032 | 12,064 | 63.47 | 3/19/2034 | | | | | | | 3/19/2024(4) | | | | | 12,064 | 944,973 | | | | | 3/19/2024(7)(B) | | | | | | | 12,064 | 944,973 | | | 3/19/2024(8)(A) | | | | | | | 24,128 | 1,889,946 | | | 3/12/2025(3) | — | 17,986 | 67.36 | 3/12/2035 | | | | | | | 3/12/2025(4) | | | | | 17,988 | 1,409,000 | | | | | 3/12/2025(9)(C) | | | | | | | 0 | 0 | | | 3/12/2025(10)(A) | | | | | | | 35,976 | 2,818,000 |

  64. Outstanding Equity Awards at Fiscal Year-End

    (Footnotes on following page) (1) The market value was calculated using the closing price of the Company’s common stock at fiscal year end, which was $78.33. (2) The PRSU awards vest depending on satisfaction of the applicable performance conditions, with linear interpolation between threshold. target and maximum achievement levels. In accordance with SEC rules, the number and value shown for these awards with open performance periods reflect one of: (x) threshold achievement in the case of awards tracking at or below threshold level, (y) target achievement in the case of awards tracking above threshold but at or below target level, or (z) maximum achievement in the case of awards tracking above target level. (3) These options vest over three years, with one third vesting on each anniversary of the designated “vesting start date”, which is set at the 15th of the month in which the grant is made if the grant is made by the 15th day of a month, or the 15th of the following month if the grant is made after the 15th day of a month. (4) These time-based RSU awards vest over three years, with one third vesting on each anniversary of the designated “vesting start date”, which is set at the 15th of the month in which the grant is made if the grant is made by the 15th day of a month, or the 15th of the following month if the grant is made after the 15th day of a month. (5) Represents the portion of the PRSU awards granted in 2023 that are based on ARR performance. These awards will vest on March 31, 2026, depending on growth in ARR over the three fiscal years ending at the end of fiscal 2025. The payout curve ranges from 0%-200% (threshold to maximum, with target performance yielding a payout rate of 100%). This vesting outcome is then potentially adjusted by a “modifier” based on achievement of sustainability goals and people initiatives, which can adjust the vesting outcome for the financial measures by +/- 10%, although the awards are subject to a cap on the final payout at 200% should TSR performance in the period fall below the top quartile of the S&P 500. (6) Represents the portion of the PRSU awards granted in 2023 that are based on TSR performance. These awards will vest on March 31, 2026, depending on the Company’s TSR percentile ranking amongst the S&P 500 over the three years from April 1, 2023 to March 31, 2026. The payout curve ranges from 50%-200% with a threshold of TSR at the 25th percentile, below which no amount will be earned. At the threshold 25th percentile, the payout factor will be 50%; at the 50th percentile, the payout factor will be 100%; and at the 75th percentile or above, the payout factor will be 200%. This vesting outcome is then potentially adjusted by the same modifier as described in Note (5) above. (7) Represents the portion of the PRSU awards granted in 2024 that are based on ARR performance. The performance period for this portion of the award is from the beginning of fiscal 2024 to the end of fiscal 2026, and the award vests on April 15, 2027. The payout curve is the same as described in Note (5) above (but without the modifier). (8) Represents the portion of the PRSU awards granted in 2024 that are based on TSR performance. These awards will vest on April 15, 2027, depending on the Company’s TSR percentile ranking amongst the S&P 500 over the three years from the beginning of calendar 2024 to the end of calendar 2026, with the same payout curve described in Note (6) above (but without the modifier). (9) Represents the portion of the PRSU awards granted in 2025 that are based on ARR performance. The performance period for this portion of the award is from the beginning of fiscal 2025 to the end of fiscal 2027, and the award vests on April 15, 2028. The other material terms of these PRSU awards are described in “Compensation Discussion and Analysis” above, under the section “Details of 2025 Executive Compensation—Long-Term Incentive Compensation.” (10) Represents the portion of the PRSU awards granted in 2025 that are based on TSR performance. The performance period for this portion of the award is from the beginning of calendar 2025 to the end of calendar 2027, and the award vests on April 15, 2028. The other material terms of these PRSU awards are described in “Compensation Discussion and Analysis” above, under the section “Details of 2025 Executive Compensation—Long-Term Incentive Compensation.” (11) These PRSU awards vest in three tranches, measuring performance over each of fiscal 2024, 2025, and 2026, in each case with vesting occurring on March 31 of the following year. The awards vest based on achievement of performance goals for bookings, operating income, and run rate revenue for the Transporeon business unit, with each of the three goals weighted equally. (A) These awards were tracking above target as of January 2, 2026 and therefore are reported in the table assuming maximum achievement levels. (B) These awards were tracking above threshold level but below target level as of January 2, 2026 and therefore are reported in the table assuming target achievement levels. (C) For these awards, the tranches vesting in 2026 and 2027 were tracking at threshold level as of January 2, 2026 and therefore are reported in the table assuming threshold achievement levels.

  65. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The table below shows the aggregate number of shares subject to stock options that were exercised by each of the Named Executive Officers and the aggregate number of shares acquired through vesting of RSU or PRSU awards, during the fiscal year ended January 2, 2026.

  66. Option Exercises and Stock Vested

    | OPTION EXERCISES AND STOCK VESTED — 2025 | | | | | | | Option awards | | Stock awards | | | Name | Number of shares acquired on exercise (#) | Value realized on exercise ($) (1) | Number of shares acquired on vesting (#) | Value realized on vesting ($) (2) | | Robert G. Painter | 208,847 | 8,788,152 | 165,444 | 10,125,378 | | Phillip Sawarynski | — | — | 17,108 | 1,109,665 | | Ronald J. Bisio | — | — | 24,336 | 1,497,970 | | Chris Keating | — | — | 13,100 | 798,245 | | Mark Schwartz | — | — | 16,343 | 987,490 |

  67. Option Exercises and Stock Vested

    (1)Determined by multiplying the number of shares acquired on exercise by the difference between the market value of a share of our common stock at the time of exercise less the per-share exercise price of the option. (2)Determined by multiplying the number of shares acquired on vesting by the market value of a share of our common stock at the time of vesting.

  68. Potential Payments upon Termination or a Change in Control

    Potential Payments upon Termination or a Change in Control The Board has approved standard forms of an Executive Severance Agreement and a Change in Control Severance Agreement for the Company’s executive officers. The Company has entered into such agreements with each of the Named Executive Officers besides Mr. Painter providing the benefits described below, and has entered into agreements with Mr. Painter on substantially similar terms but with the additional benefits described below. The post-employment compensation arrangements provided under these agreements are intended to supersede any post-employment arrangements provided to the Named Executive Officers in their prior employment agreements or offer letters. Under the Executive Severance Agreements, if the executive’s employment is terminated by the Company other than for “cause” or if the executive terminates his or her employment for “good reason” (as such terms are defined in the agreements), and such termination is not covered by the provisions of the Change in Control Severance Agreement described below, and subject to the executive executing a release of any claims against the Company, the executive will receive: •100% (200% in the case of Mr. Painter) of the sum of (A) the executive’s annual base salary and (B) the amount of the executive’s target bonus under the Company’s management incentive plan, which is an amount equal to a percentage of the executive’s annual base salary; •a prorated portion (based on the number of days of service completed during the performance period) of the actual bonus amount payable for the year in which the termination occurs; •a lump-sum cash payment approximating the cost of COBRA premiums for 14 months (18 months in the case of Mr. Painter) of continued health coverage; and •pro rata vesting of outstanding equity awards based on the length of time from the date of the grant to the date of termination, with the pro rata portion of any performance-based awards settled after the end of the applicable performance period and based additionally on actual attainment of the performance goals. For Mr. Painter, any time-based equity awards (stock options or time-based restricted stock units) would be subject to an additional 12 months service credit toward vesting of the awards in addition to the pro rata vesting described in the prior sentence. Under the Change in Control Severance Agreements, if the executive’s employment is terminated as described above and the termination occurs within 12 months following a change in control, or within three months prior to the change in control if such termination is in connection with the change in control, the executive will instead receive: •150% (200% in the case of Mr. Painter) of the sum of (A) the executive’s annual base salary and (B) the amount of the executive’s target bonus; •a prorated portion (based on the number of days of service completed during the performance period) of the actual bonus amount payable for the year in which the termination occurs; •a lump-sum cash payment approximating the cost of COBRA premiums for 14 months (18 months in the case of Mr. Painter) of continued health coverage; and •accelerated vesting of outstanding equity awards. In the event that the benefits payable under these arrangements constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986 (the “Code”) and would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then the executive’s benefits under the change in control and severance agreement shall be either: (i) delivered in full, or (ii) delivered as to such lesser extent as would result in no portion of such benefits being subject to the Excise Tax, whichever of the foregoing amounts results in the receipt by the executive on an after-tax basis, of the greatest amount of benefits. The foregoing shall take into account the applicable federal, state and local income taxes and the Excise Tax, notwithstanding that all or some portion of such benefits may be taxable under Section 4999 of the Code. None of the Executive Severance Agreements or Change in Control Severance Agreements provide for a tax “gross-up” obligation by the Company in the event that any excise tax becomes payable by a Named Executive Officer. The foregoing description is qualified in its entirety by the description of the standard forms of these agreements filed as exhibits 10.10 and 10.11 to the Company’s Annual Report on Form 10-K filed April 25, 2025, and the agreements with Mr. Painter filed as Exhibits 10.15 and 10.16 to the Company’s Annual Report on Form 10-K filed February 26, 2021.

  69. Termination without a Change in Control

    | POTENTIAL PAYMENTS UPON A QUALIFYING TERMINATION | | | | | | Name | Multiple of salary and target bonus ($) (1) | Bonus accrued but unpaid as of fiscal year end ($) | Health benefits ($) (2) | Total ($) | | Robert G. Painter | 5,700,000 | 2,633,443 | 54,579 | 8,388,022 | | Phillip Sawarynski | 846,608 | 517,995 | 36,502 | 1,401,105 | | Ronald J. Bisio | 848,608 | 634,633 | 28,127 | 1,511,368 | | Chris Keating | 810,000 | 370,129 | 44,491 | 1,224,620 | | Mark Schwartz | 848,608 | 500,401 | 41,169 | 1,390,178 |

  70. Termination in Connection with a Change in Control

    | POTENTIAL PAYMENTS UPON A CHANGE IN CONTROL AND QUALIFYING TERMINATION | | | | | | Name | Multiple of salary and target bonus ($) (1) | Bonus accrued but unpaid as of fiscal year end ($) | Health Benefits ($) (2) | Total ($) | | Robert G. Painter | 5,700,000 | 2,633,443 | 54,579 | 8,388,022 | | Phillip Sawarynski | 1,269,912 | 517,995 | 36,502 | 1,824,409 | | Ronald J. Bisio | 1,272,912 | 634,633 | 28,127 | 1,935,672 | | Chris Keating | 1,215,000 | 370,129 | 44,491 | 1,629,620 | | Mark Schwartz | 1,272,912 | 500,401 | 41,169 | 1,814,482 |

  71. CEO PAY RATIO

    CEO PAY RATIO Under the Dodd-Frank Wall Street Reform and Consumer Protection Act, we are required to disclose the median of the annual total compensation of all our employees, the annual total compensation of our President and Chief Executive Officer, Robert G. Painter, and the ratio of these two amounts. We have determined the median of the annual total compensation of all our employees, excluding Mr. Painter, for 2025 to be $116,683. The annual total compensation of Mr. Painter, our CEO, was $19,129,944 for 2025, as reported in our “Summary Compensation Table.” The ratio of the annual total compensation of Mr. Painter to the median of the annual total compensation of all our employees was 163.9 to 1. This ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K under the Securities Exchange Act of 1934. As permitted by SEC rules, for purposes of calculating the pay ratio set forth above, we used the same median employee that we identified for purposes of our pay ratio disclosure last year, based on our determination that there was no change in our employee population or employee compensation arrangements that we believe would significantly impact the pay ratio. The process we used to identify our median employee is set forth below: •We selected December 31, 2024, which is within the last three months of 2024, as the date upon which we would identify the “median employee,” because it enabled us to make such identification in a reasonably efficient and economical manner. •We selected base salaries in effect as of December 31, 2024 and target incentive awards based on the period from January 1 through December 31, 2024 as the compensation measure to be used to compare the compensation of our employees. •We used an employee population of 12,040 individuals, including 4,709 employees in the United States and 7,331 employees outside the United States. In determining this population, we considered the employees of our subsidiaries and all of our worldwide employees other than the CEO, whether employed on a full-time, part-time, or seasonal basis, except for our employees in Poland (294 employees), Ukraine (213 employees), Hungary (82 employees), South Africa (5 employees), Chile (4 employees), Slovakia (2 employees), and Turkey (1 employee), totaling 601 individuals. Such total was excluded pursuant to the de minimis exemption provided under Item 402(u), which permits a company to exclude up to 5% of its total employees who are located in countries outside the United States. We did not include any contractors or other non-employee workers in our employee population. Having identified the median employee, we totaled all the elements of the employee’s annual total compensation for 2025 in accordance with the requirements of the applicable SEC rules, using the same methodology we use for our Named Executive Officers as set forth in our “Summary Compensation Table.” Because the SEC rules for identifying the median of the annual total compensation of all our employees and calculating the pay ratio based on that employee’s annual total compensation allow companies to use a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices, the pay ratio reported by other companies may not be comparable to the pay ratio we are reporting, as those companies have different employee populations and compensation practices and may use different methodologies, exclusions, estimates and assumptions in calculating their pay ratios.

  72. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE In accordance with rules adopted by the Securities and Exchange Commission pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act, we provide the following disclosure regarding executive compensation for our principal executive officer (“PEO”) and non-PEO Named Executive Officers (“non-PEO NEOs”) and Company performance for the fiscal years listed below. The “compensation actually paid” amounts shown below are prepared in accordance with Item 402(v) of Regulation S-K.

  73. Pay Versus Performance Table

    Pay Versus Performance Table

  74. Pay Versus Performance Table

    | Year | Summary Compensation Table total for PEO ($) (1) | Compensation actually paid to PEO ($) (2) | Average Summary Compensation Table total for non-PEO NEOs ($) (3) | Average compensation actually paid to non-PEO NEOs ($) (4) | Value (cumulative) of initial fixed $100 investment based on: | | Net income (in millions) ($) | Annualized recurring revenue (in millions) ($) (6) | | | | | | | Total shareholder return ($) | Peer group total shareholder return ($) (5) | | | | 2025 | 19,129,944 | 26,495,081 | 4,033,752 | 5,057,362 | 117 | 258 | 424.0 | 2,392.3 | | 2024 | 18,938,871 | 30,918,454 | 3,429,546 | 4,938,996 | 106 | 208 | 1,504.4 | 2,257.8 | | 2023 | 14,954,642 | 15,018,601 | 2,790,762 | 2,373,641 | 80 | 152 | 311.3 | 1,982.3 | | 2022 | 16,134,366 | (8,517,884) | 2,700,601 | (1,963,061) | 76 | 97 | 449.7 | 1,603.7 | | 2021 | 13,956,821 | 27,444,349 | 3,551,936 | 9,812,718 | 131 | 135 | 492.7 | 1,409.1 |

  75. Pay Versus Performance Table

    (1)The principal executive officer (“PEO”) of the Company for each year shown in the table was Robert G. Painter, the Company’s CEO. (2)Following are the adjustments made to the summary compensation table totals for 2025 to determine the amounts shown as compensation actually paid for the PEO (in dollars):

  76. Pay Versus Performance Table

    | (A) Pension Plans—Present Value: Deduct the aggregate change in the actuarial present value of the accumulated benefit under all defined benefit and actuarial pension plans | N/A | | (B) Pension Plans—Service Costs: Add the aggregate of service cost and prior service cost for all defined benefit and actuarial pension plans | N/A | | (C) Equity Awards | | | (1) Deduct the amounts reported in the Summary Compensation Table under “Stock Awards” and “Option Awards”: | -15,542,501 | | (i) Add the fair value as of the end of the year of all awards granted during the year that are outstanding and unvested as of the end of the year: | +17,903,471 | | (ii) Add the amount equal to the change as of the end of the year (from the end of the prior year) in fair value of any awards granted in any prior year that are outstanding and unvested as of the end of the year: | +4,576,871 | | (iii) Add, for awards that are granted and vest in the same year, the fair value as of the vesting date: | — | | (iv) Add the amount equal to the change as of the vesting date (from the end of the prior year) in fair value of any awards granted in any prior year for which all applicable vesting conditions were satisfied at the end of or during the year: | +427,296 | | (v) Subtract, for any awards granted in any prior year that fail to meet the applicable vesting conditions during the year, the amount equal to the fair value at the end of the prior year: | — | | (vi) Add the dollar value of any dividends or other earnings paid on stock or option awards in the year prior to the vesting date that are not otherwise included in the total compensation for the year: | — | | Total adjustments: | +7,365,137 |

  77. Pay Versus Performance Table

    (3)The non-PEO NEOs for each year shown in the table were:

  78. Pay Versus Performance Table

    | 2025 | 2024 | 2023 | 2022 | 2021 | | Ronald J. Bisio | David G. Barnes | David G. Barnes | David G. Barnes | David G. Barnes | | Chris Keating | Ronald J. Bisio | Ronald J. Bisio | Ronald J. Bisio | Steven W. Berglund | | Phillip Sawarynski | Peter Large | Peter Large | Jennifer Lin | Manolis E. Kotzabasakis | | Mark Schwartz | Phillip Sawarynski | Jennifer Lin | Darryl R. Matthews | Darryl R. Matthews | | | Mark Schwartz | Darryl R. Matthews | Manolis E. Kotzabasakis | | | | | | James Langley | |

  79. Pay Versus Performance Table

    (4)Following are the adjustments made to the average summary compensation table totals for 2025 to determine the amounts shown as the average compensation actually paid to the non-PEO NEOs, with such amounts calculated as averages among the non-PEO NEOs (in dollars):

  80. Pay Versus Performance Table

    | (A) Pension Plans—Present Value: Deduct the aggregate change in the actuarial present value of the accumulated benefit under all defined benefit and actuarial pension plans | N/A | | (B) Pension Plans—Service Costs: Add the aggregate of service cost and prior service cost for all defined benefit and actuarial pension plans | N/A | | (C) Equity Awards | | | (1) Deduct the amounts reported in the Summary Compensation Table under “Stock Awards” and “Option Awards”: | -3,059,962 | | (i) Add the fair value as of the end of the year of all awards granted during the year that are outstanding and unvested as of the end of the year: | +3,516,924 | | (ii) Add the amount equal to the change as of the end of the year (from the end of the prior year) in fair value of any awards granted in any prior year that are outstanding and unvested as of the end of the year: | +613,466 | | (iii) Add, for awards that are granted and vest in the same year, the fair value as of the vesting date: | +12,497 | | (iv) Add the amount equal to the change as of the vesting date (from the end of the prior year) in fair value of any awards granted in any prior year for which all applicable vesting conditions were satisfied at the end of or during the year: | -59,315 | | (v) Subtract, for any awards granted in any prior year that fail to meet the applicable vesting conditions during the year, the amount equal to the fair value at the end of the prior year: | — | | (vi) Add the dollar value of any dividends or other earnings paid on stock or option awards in the year prior to the vesting date that are not otherwise included in the total compensation for the year: | — | | Total adjustments: | +1,023,610 |

  81. Pay Versus Performance Table

    (5)The peer group used for this data is the S&P 500 Information Technology Index, which is one of the peer groups used in the chart in Part II, Item 5 of the Company’s most recent Annual Report on Form 10-K. (6)See Appendix A to this proxy statement for an explanation of annualized recurring revenue.

  82. Relationships to Compensation Actually Paid

    Relationships to Compensation Actually Paid The following chart shows the relationship between the amounts calculated as compensation actually paid, for the PEO and for the non-PEO NEOs (averaged) and the cumulative total shareholder return of the Company and the peer group based on an initial $100 investment. The following chart shows the relationship between the amounts calculated as compensation actually paid, for the PEO and for the non-PEO NEOs (averaged), and the Company’s net income. The following chart shows the relationship between the amounts calculated as compensation actually paid, for the PEO and for the non-PEO NEOs (averaged), and the Company’s annualized recurring revenue (ARR).

  83. Election of Directors

    Election of Directors A board of nine directors is to be elected at the Annual Meeting (since Mr. Dalton is not standing for reelection). The Board has nominated the following persons to be elected to serve as directors until the next Annual Meeting of Stockholders and until their successors are duly elected and qualified. Each nominee has consented to being named as such in this proxy statement and to serving on the Board if elected. Each nominee except Mr. Painter is independent under Nasdaq rules. A summary of the business experience and other information regarding each of the nominees is set forth above under “Directors—Nominees for Election”.

  84. Election of Directors

    | Name | Principal Occupation | | Börje Ekholm | President and Chief Executive Officer, Ericsson | | Kaigham (Ken) Gabriel | Chief Executive Officer, Pitt BioForge | | Meaghan Lloyd | Chief of Staff and Partner, Gehry Partners, LLP | | Ronald S. Nersesian | Chair of the Board of Directors, Keysight Technologies | | Robert G. Painter | President and Chief Executive Officer of the Company | | Mark S. Peek | Former Co-President, Workday | | Kara Sprague | Chief Executive Officer, HackerOne | | Thomas Sweet | Former Chief Financial Officer, Dell Technologies | | Johan Wibergh | Former Chief Technology Officer, Vodafone |