DEF 14A of Axon Enterprise, Inc., Apr 16, 2026

DEF 14A of Axon Enterprise, Inc.

Filed Apr 16, 2026 · FY20250001628280-26-025521

Open on EDGAR

  1. CORPORATE GOVERNANCE HIGHLIGHTS

    CORPORATE GOVERNANCE HIGHLIGHTS

  2. CORPORATE GOVERNANCE HIGHLIGHTS

    | Board | Governance Oversight | Shareholder Rights & Engagement | | •Independent board leadership •Majority independent board •Directors with a wide range of skills, expertise and multi-faceted backgrounds •Regular board refreshment—four new directors added since 2023 •Average director age: 58 •Average director tenure: 10 years | •One share, one vote equity structure •Annual director elections •Majority vote standard •Public board service limits •Director tenure and term limits | •Ability for shareholders to call a special meeting •Ability for shareholders to act by written consent •Regular shareholder engagement with our investors to understand their views and seek feedback •“Proxy access” bylaw provision | | Governance Structures Unique to Axon’s Business | | | | Standing Board Committees | | Advisory Boards | | •Audit Committee •Compensation Committee •Nominating and Corporate Governance Committee, including oversight of Environmental, Social and Governance (“ESG”) and sustainability-related risks •Enterprise Risk and Compliance Committee, including oversight of cybersecurity risk in consultation with our Audit Committee •Mergers and Acquisitions and Capital Structure Committee | | •Ethics & Equity Advisory Council (“EEAC”) composed of community leaders and community- focused academics, provides our Board with insight into the responsible development and deployment of new technology — including artificial intelligence — in both public safety and community contexts. The EEAC assists with gap analyses and helps us develop toolkits, training, and product review processes to support ethical product design •Scientific and Medical Advisory Board composed of experts from several fields who help to ensure our Board is aware of evolving technology, practices and regulations material to our TASER devices so that the Board can appropriately oversee Axon’s strategy |

  3. CORPORATE GOVERNANCE HIGHLIGHTS

    Table of Contents AXON ENTERPRISE, INC.

  4. Election of Directors

    Election of Directors For Proposal No. 1, under our Bylaws, assuming the existence of a quorum at the Annual Meeting, each director will be elected by the affirmative vote of a majority of the votes properly cast for and against such nominee’s election. Abstentions and broker non-votes will have no impact on the outcome of this proposal if a quorum is present. Axon Enterprise, Inc. | 2026 Proxy Statement | 5 Table of Contents

  5. Board Refreshment, Tenure, and Term Limits

    Board Refreshment, Tenure, and Term Limits The Board values the views and contributions of directors who bring newer perspectives, as well as those who offer deep institutional knowledge of the Company’s business, governance, and strategy, developed over time. As part of the Board’s ongoing refreshment efforts, four new directors have been added to the Board since 2023. In addition, as part of the process to help facilitate a smooth transition of new directors that have been added since that time, and as previously announced in 8-K filings earlier this year, directors Julie Cullivan and Matthew McBrady will not stand for re-election and will serve until their terms expire at the 2026 annual meeting. Both Ms. Cullivan and Mr. McBrady have shown deep commitment, leadership, and contribution to the Board during their multi-year tenures. To further our commitment to ensuring meaningful Board refreshment, the Company’s Corporate Governance Guidelines implement a formal term limit (as defined below) for directors in order to ensure alignment of director qualifications, attributes, skills, and experience with the Company’s evolving strategy. Each non-executive director of the Company must submit a letter of resignation to the Chair of the NCG Committee upon reaching 20 continuous years of service as a director of the Company or age 75 (the “term limit”), whichever occurs first, and each year thereafter, which letter of resignation may be accepted or rejected by the Board in its sole discretion. Prior to August 2024, the term limit was the earlier of 20 continuous years of service as a director of the Company or age 72 (the “prior term limit”). Pursuant to the prior term limit, on February 27, 2024, Mr. Garnreiter provided his letter of resignation to the Chair of the NCG Committee. After considering Mr. Garnreiter’s leadership roles as Chair of the Board and Audit Committee Chair, particularly in light of the Company’s recent transition in independent registered public accounting firms, the NCG Committee recommended to the Board that it decline Mr. Garnreiter’s offer to resign to provide additional time to plan for his succession. On March 4, 2024, the Board determined to follow the NCG Committee’s recommendation, declined Mr. Garnreiter’s offer to resign, and appointed Mr. Graham Smith as Audit Committee Chair to provide for a smooth future transition. Pursuant to the revised term limit Mr. Garnreiter was not required to submit a letter of resignation in 2025. Axon Enterprise, Inc. | 2026 Proxy Statement | 9 Table of Contents

  6. Directors and Director Nominees in 2026

    Directors and Director Nominees in 2026

  7. Directors and Director Nominees in 2026

    | | Erika Ayers Badan Director since 2023 Age: 50 Board Committee: Compensation Committee, Nominating and Corporate Governance Committee Other Public Companies Boards: None | | Ms. Ayers Badan was Chief Executive Officer (“CEO”) of Food52 from April 2024 to February 2026 when it was sold to America’s Test Kitchen. Ms. Ayers Badan was previously CEO of Barstool Sports from 2016 through January 2024, during which time it experienced tremendous brand and business growth as one of the fastest-growing digital innovation, sports, entertainment and lifestyle media brands on the Internet. Prior to joining Barstool Sports, Ms. Ayers Badan held various executive roles at media platforms such as Microsoft Corporation, AOL, Leaf Group (formerly Demand Media, Inc.) and Yahoo! Inc. She has extensive experience in transforming start-up organizations into multi-industry operations. She was also part of two early stage start-ups in the fashion and music industry and sits on the advisory board of both Vice Media Group and the Premier Lacrosse League. Ms. Ayers Badan previously served on the board of directors of World Wrestling Entertainment, Inc. from October 2020 to September 2022. Ms. Ayers Badan holds a B.S. in Sociology from Colby College. | |

  8. Directors and Director Nominees in 2026

    Specific Qualifications, Attributes, Skills and Experience:

  9. Directors and Director Nominees in 2026

    | Technology Expertise | Experience as an executive of media platform companies provides Ms. Ayers with valuable insight into communication expertise, Internet-related business development demands and brand building. | | Risk Oversight & Management; Public Company Board Experience/Corporate Governance | Experience as an advisor to multiple companies and as a board member of World Wrestling Entertainment, Inc. from October 2020 to September 2022 provides insight into public company corporate governance matters. |

  10. Directors and Director Nominees in 2026

    | | Adriane Brown Director since 2020 Age: 67 Board Committees: Compensation Committee, Nominating and Corporate Governance Committee (Chair), Enterprise Risk and Compliance Committee Other Public Company Boards: American Airlines Group Inc., eBay Inc., KKR & Co Inc. | | Ms. Brown has been a Managing Director at Flying Fish Partners, a technology focused venture capital firm, since 2020 and joined as a Venture Partner in 2018. Prior to that, Ms. Brown served as President and Chief Operating Officer for Intellectual Ventures (“IV”), an invention and investment company that commercializes inventions, from January 2010 through July 2017, and served as a Senior Advisor until December 2018. Before joining IV, Ms. Brown served as President and CEO of Honeywell Transportation Systems (“Honeywell”) from January 2005 to June 2009. Over the course of 10 years at Honeywell, she held leadership positions serving the aerospace and automotive markets globally. Prior to Honeywell, Ms. Brown spent 19 years at Corning, Inc., ultimately serving as Vice President and General Manager, Environmental Products Division, having started her career there as a shift supervisor. Ms. Brown serves on the boards of directors of American Airlines Group Inc., eBay Inc. and KKR & Co Inc. Ms. Brown also serves on the board of directors of the International Women’s Forum. Previously, she served on the boards of directors of Allergan plc and Raytheon Company until 2020, respectively, and Harman International Industries until 2017. Ms. Brown holds an Honorary Doctorate of Humane Letters and a B.A. in environmental health from Old Dominion University and is a winner of its Distinguished Alumni Award. She also holds a M.A. in Management from the Massachusetts Institute of Technology where she was a Sloan Fellow. | |

  11. Directors and Director Nominees in 2026

    Axon Enterprise, Inc. | 2026 Proxy Statement | 12 Table of Contents Specific Qualifications, Attributes, Skills and Experience:

  12. Directors and Director Nominees in 2026

    | Technology Expertise | Ms. Brown is a Managing Director and member of the Investment Committee at Flying Fish Partners. The fund invests in and supports start- ups utilizing artificial intelligence and machine learning to transform processes in a variety of market verticals. Over the course of her career, Ms. Brown has engaged in business and technology transformations across a number of businesses and markets. | | Risk Oversight & Management; Public Company Board Experience/Corporate Governance | Board experience from Allergan plc, American Airlines Group Inc., eBay Inc., KKR & Co Inc., Harman International Industries and Raytheon Company provides extensive insight into public company corporate governance matters. |

  13. Directors and Director Nominees in 2026

    | | Julie Cullivan (1) Director since 2017 Age: 60 Board Committees: Enterprise Risk and Compliance Committee, Nominating and Corporate Governance Committee Other Public Company Boards: HeartFlow, Inc. | | Ms. Cullivan has been a Special Advisor at Brighton Park Capital, an entrepreneur inspired growth equity firm since 2020. Prior to that, Ms. Cullivan was the Chief Technology and People Officer at Forescout Technologies, Inc. (“Forescout”), reporting to the CEO, where she was responsible for leading the company’s business model transformation, information technology strategy, security risk and compliance program, customer production operations, and human resources. She joined in July 2017 and helped Forescout scale from a private company with $160 million in revenue, through its successful initial public offering, to a publicly traded company with revenues of $330 million and a $1.5 billion valuation. In addition to focusing on scale, Ms. Cullivan led Forescout’s operational transformation from an appliance and license software business to a cloud subscription business. Forescout was acquired by Advent International, a private equity firm, in 2020 and Ms. Cullivan left in January 2021. Prior to Forescout, Ms. Cullivan was an Executive Vice President of Business Operations and Chief Information Officer at FireEye Inc. and a Senior Vice President at McAfee Corp. Additionally, Ms. Cullivan held executive roles at Autodesk, Inc., EMC Corporation and Oracle Corporation. Ms. Cullivan has served on the boards of directors of HeartFlow, Inc. (NASDAQ: HTFL) since 2020, OPSWAT since 2021 and Cobalt.io since 2022 and previously served on the boards of Astra Space Inc. (NASDAQ: ASTR), Judy Security, and SADA Systems. Ms. Cullivan holds a B.S. in Finance from Santa Clara University. (1) Ms. Cullivan is not standing for re-election to the Board upon expiration of her current term at the Annual Meeting. | |

  14. Directors and Director Nominees in 2026

    Specific Qualifications, Attributes, Skills and Experience:

  15. Directors and Director Nominees in 2026

    | Technology Expertise; Cybersecurity Experience; Human Capital Management | Ms. Cullivan is a special advisor at Brighton Park Capital. The firm invests in technology, security, and healthcare sectors. Throughout her career, Ms. Cullivan has lead digital technology transformation strategies and cybersecurity & compliance programs at multiple enterprise technology companies including three cybersecurity technology firms. In her prior role, Ms. Cullivan was Chief Technology and People Officer at Forescout where she led talent acquisition, total rewards strategy, and culture. | | Risk Oversight & Management; Public Company Board Experience/Corporate Governance | Experience as Chief Technology and People Officer at Forescout, and Executive Vice President of Business Operations and Chief Information Officer at FireEye Inc., leading cross functional initiatives and information security strategy in a high-growth environment, provides experience in risk management. |

  16. Directors and Director Nominees in 2026

    Axon Enterprise, Inc. | 2026 Proxy Statement | 13 Table of Contents

  17. Directors and Director Nominees in 2026

    | | Michael Garnreiter, Chair of the Board Director since 2006 Age: 74 Board Committees: Audit Committee, Compensation Committee, Nominating and Corporate Governance Committee Other Public Company Boards: Knight-Swift Transportation Holdings Inc., Amtech Systems, Inc. | | Mr. Garnreiter most recently served as Vice President of Finance and Treasurer of Shamrock Foods, a privately held manufacturer and distributor of foods and food-related products. He retired from this position in December 2015. From January 2010 until August 2012, Mr. Garnreiter was a managing director of Fenix Financial Forensics, a Phoenix-based litigation and financial consulting firm. From August 2006 through December 2009, Mr. Garnreiter served as managing member of Rising Sun Restaurant Group, LLC, a private restaurant operating company. From April 2002 through June 2006, Mr. Garnreiter was Executive Vice President, Treasurer and Chief Financial Officer of the Main Street Restaurant Group. Mr. Garnreiter previously served with the international accounting firm, Arthur Andersen, from 1974 through March 2002 with increasing levels of responsibility, culminating as a partner. Additionally, Mr. Garnreiter has served on the board of Knight-Swift Transportation Holdings Inc. since 2003 and has also served on the board of Amtech Systems, Inc. since 2007. Mr. Garnreiter holds a B.S. in Accounting from California State University at Long Beach and is a Certified Public Accountant. | |

  18. Directors and Director Nominees in 2026

    Specific Qualifications, Attributes, Skills and Experience:

  19. Directors and Director Nominees in 2026

    | Accounting/Auditing Experience | As a Certified Public Accountant and former partner at Arthur Andersen, Mr. Garnreiter has served on the audit committee of each board of directors on which he has served in the past and has extensive knowledge of SEC rules and regulations. | | Risk Oversight & Management; Public Company Board Experience/Corporate Governance | Board experience from Knight-Swift Transportation Holdings Inc. and Amtech Systems, Inc. provides extensive insight into public company corporate governance matters. |

  20. Directors and Director Nominees in 2026

    | | Caitlin Kalinowski Director since 2019 Age: 45 Board Committees: Audit Committee and Enterprise Risk and Compliance Committee (Chair) Other Public Company Boards: None | | Alongside her role as a Director at the Institute of Contemporary Art in San Francisco, Ms. Kalinowski is a past and present strategic advisor at numerous start-up companies. Ms. Kalinowski most recently served as a Member of Technical Staff at OpenAI where she focused on AI and robotics (from November 2024 to March 2026). Previously, she was the head of the AR Glasses Hardware team at Meta’s Reality Labs division (from March 2022 to July 2024) and, before that, led the VR Hardware team, where she played a key role in the design and engineering of Oculus’ award-winning VR devices (from February 2013 to March 2022). Before working at Meta, Ms. Kalinowski was a Product Design Engineer at Apple (from October 2005 to January 2013) where she was a technical lead on the Mac Pro and MacBook Air products and was part of the original unibody MacBook Pro team. Ms. Kalinowski is also on the strategic board of Lesbians Who Tech & Allies, the largest LGBTQ technical organization in the world. She also advises startups working with physical products, drawing on over 20 years of experience in high-tech hardware development. Ms. Kalinowski holds a B.S. in Mechanical Engineering from Stanford University. | |

  21. Directors and Director Nominees in 2026

    Axon Enterprise, Inc. | 2026 Proxy Statement | 14 Table of Contents Specific Qualifications, Attributes, Skills and Experience:

  22. Directors and Director Nominees in 2026

    | Technology Expertise | Ms. Kalinowski has extensive experience in established technology organizations such as OpenAI, Meta and Apple. Ms. Kalinowski led technical teams at Apple and Meta and was a Member of Technical Staff at OpenAI focusing on AI and robotics. She has tremendous insight into product design and engineering for technology focused initiatives. | | Risk Oversight & Management | Background as an advisor to multiple start-up companies provides Ms. Kalinowski experience in the unique challenges facing companies pursuing new ventures. |

  23. Directors and Director Nominees in 2026

    | | Matthew McBrady, Ph.D. (1) Director since 2016 Age: 55 Board Committees: Enterprise Risk and Compliance Committee, Mergers and Acquisitions and Capital Structure Committee (Chair) Other Public Company Boards: None | | Dr. McBrady was appointed Chief Financial Officer of GoBrands, Inc., the parent firm of the leading global quick commerce company, Gopuff, in November 2025. Previously, he was a Professor of Practice in Finance at the Darden Graduate School of Business Administration at the University of Virginia (the “Darden School”), where he taught classes in Corporate Financial Strategy, Corporate Financing, and Impact and ESG Investing since August 2020. Prior to returning to academia, Dr. McBrady spent more than a decade as a private equity and hedge fund investor, serving as Senior Advisor and co-Chief Investment Officer of Callaway Capital (from January 2017 to December 2019), Managing Director of Investments at the Cystic Fibrosis Foundation (from September 2017 to January 2019) and Managing Director and Chief Investment Officer of the Multi-Strategy Hedge Funds at BlackRock, Inc. (from January 2014 through September 2016). Prior to joining BlackRock, Dr. McBrady served as Managing Director and Head of Investment Strategy and Risk Management at Silver Creek Capital Management, LLC (from January 2009 through January 2014), and as a Senior Associate and Vice President in the North American Private Equity group at Bain Capital, LLC (from January 2007 to January 2009). Prior to becoming a professional investor, Dr. McBrady served as both a senior economic policy advisor and finance professor. During his earlier career in academia, Dr. McBrady also served as a Professor of Finance at the Darden School (from May 2003 through December 2006) as well as the Wharton School of Business at the University of Pennsylvania (from September 2002 through May 2003). From August 1998 through January 2000, Dr. McBrady served as an international economist with President Clinton’s Council of Economic Advisers and the U.S. Treasury Department. In addition to his work in the private sector and academia, Dr. McBrady currently serves as an advisor to a number of impact investing funds and as a Director and the Chairman of the Investment Committee for Global Partnerships, a non-profit impact investor that has deployed more than $800 million in concessionary loans to improve the lives of people living at the bottom of the pyramid in Central and South America and Africa. Dr. McBrady holds a B.A. in Economics from Harvard University, a M.Sc. in International Economics from Oxford University (U.K.) where he was a Marshall Scholar, and a Ph.D. in Business Economics from Harvard University. Dr. McBrady previously served as a director for the Company from January 2001 through June 2014. (1) Dr. McBrady is not standing for re-election to the Board upon expiration of his current term at the Annual Meeting. | |

  24. Directors and Director Nominees in 2026

    Specific Qualifications, Attributes, Skills and Experience:

  25. Directors and Director Nominees in 2026

    | Governmental Experience | Service as a member of President Clinton’s Council of Economic Advisors provides deep insight into government processes. | | Risk Oversight & Management | Teaching positions at the Harvard Business School, the Wharton School of Business and the Darden Graduate School of Business Administration provide valuable financial knowledge and context. Service as Chief Investment Officer for BlackRock and investment strategy and management positions for other investment management firms provide experience in risk management. |

  26. Directors and Director Nominees in 2026

    Axon Enterprise, Inc. | 2026 Proxy Statement | 15 Table of Contents

  27. Directors and Director Nominees in 2026

    | | Todd Morgenfeld Director since 2025 Age: 54 Board Committees: Audit Committee, Mergers and Acquisitions and Capital Structure Committee Other Public Company Boards: AppLovin Corporation, Urban Outfitters, Inc. | | Mr. Morgenfeld has served as a member of the boards of directors of AppLovin Corporation, a marketing platform for mobile app developers, since 2023, and Urban Outfitters, Inc., a lifestyle retail company, since 2019. He previously served as Chief Financial Officer and then as Chief Financial Officer and Head of Business Operations (CFO/COO) at Pinterest, Inc., a visual discovery engine and social media platform, from 2016 to 2023. Prior to Pinterest, he was Vice President of Finance at Twitter, Inc. (2015–2016) and Treasurer and Senior Vice President of Financial Analytics and Corporate Development at Hewlett-Packard Company, a global technology products and services provider (2013–2015). Earlier, he was an investment partner at Silver Lake Partners, a global private equity firm focused on technology (2004– 2013), an Associate at Goldman Sachs & Co. (2001–2004), and served as a Captain in the U.S. Army’s Armor branch (1994–1999). Mr. Morgenfeld holds a B.S. from the United States Military Academy at West Point, where he graduated first in his class, and earned an M.B.A. from Stanford University Graduate School of Business. | |

  28. Directors and Director Nominees in 2026

    Specific Qualifications, Attributes, Skills and Experience:

  29. Directors and Director Nominees in 2026

    | Accounting/Auditing Experience | Experience as Chief Financial Officer of Pinterest, Inc. and in senior finance leadership roles across global technology businesses provides Mr. Morgenfeld with deep insight into financial management, capital allocation and public company financial reporting. | | Military Experience | Service as a Captain in the United States Army provides valuable leadership experience and insight into strategic planning and operational execution. | | Risk Oversight & Management; Public Company Board Experience/ Corporate Governance | Board experience at AppLovin Corporation and Urban Outfitters, Inc. provides extensive insight into public company corporate governance matters. |

  30. Directors and Director Nominees in 2026

    | | Hadi Partovi Director since 2010 Age: 53 Board Committees: Compensation Committee (Chair), Mergers and Acquisitions and Capital Structure Committee Other Public Company Boards: MNTN, Inc. | | Mr. Partovi is the Chairman and co-founder of the non-profit education organization Code.org and has served as a director on the board of MNTN, Inc., since 2023. Mr. Partovi is a past or present strategic advisor or early investor at numerous technology companies, including Facebook, Dropbox, Uber, Airbnb, SpaceX and Zappos. From 2009 through 2010, Mr. Partovi was Senior Vice President of Technology for MySpace (via acquisition) and, from 2006 through 2009, he was President and co-founder of iLike, Inc., which was acquired by MySpace in 2009. From 2002 through 2005, Mr. Partovi was General Manager, Microsoft MSN Entertainment and MSN.com and, from 1999 through 2001, he was Co-Founder and Vice President of Product and Professional Services for Tellme Networks, Inc. From 1994 through 1999, he was Program Manager for Microsoft Internet Explorer. Mr. Partovi holds a B.A. and a M.S. in Computer Science, summa cum laude, from Harvard University. | |

  31. Directors and Director Nominees in 2026

    Specific Qualifications, Attributes, Skills and Experience:

  32. Directors and Director Nominees in 2026

    | Technology Expertise | Experience as an executive, entrepreneur, investor and advisor across a variety of successful technology companies provides Mr. Partovi with invaluable insight into software and Internet-related business development initiatives. | | Risk Oversight & Management | Background as an advisor to multiple start-up companies provides Mr. Partovi experience in the unique challenges facing companies pursuing new technology. |

  33. Directors and Director Nominees in 2026

    Axon Enterprise, Inc. | 2026 Proxy Statement | 16 Table of Contents

  34. Directors and Director Nominees in 2026

    | | Graham Smith Director since 2023 Age: 66 Board Committees: Audit Committee (Chair), Compensation Committee, Mergers and Acquisitions and Capital Structure Committee Other Public Company Boards: Procore Technologies, Inc., GoDaddy, Inc. | | Mr. Smith has served on the board of directors of Procore Technologies, Inc., a provider of cloud-based construction management software, since 2020 and on the board of directors of GoDaddy, Inc., a provider of digital domains and business management software for small business, since 2024. Mr. Smith previously served as chair of the board of directors of Splunk Inc. from March 2019 through March 2024, and as a member of its board of directors from 2011 through 2024. He also served as the interim CEO of Splunk Inc. from November 2021 to April 2022. Mr. Smith served in various leadership positions at salesforce.com, inc. (“Salesforce”), a provider of enterprise cloud computing software, from 2007 to 2015, including as Chief Financial Officer and most recently as Executive Vice President. Prior to joining Salesforce, Mr. Smith served as Chief Financial Officer at Advent Software Inc., a portfolio accounting software company, from 2003 to 2007. Mr. Smith previously served on the board of directors of BlackLine, Inc., a provider of cloud-based solutions for finance and accounting, from 2015 to 2022; Citrix Systems, Inc., an enterprise software company, from 2015 to 2018; MINDBODY, Inc., a cloud-based wellness services marketplace (acquired by Vista Equity Partners), from 2015 to 2019; Xero Limited, an online accounting software company, from 2015 to 2020; Slack Technologies, Inc., a provider of cloud-based professional collaboration tools (acquired by salesforce.com), from 2018 to 2021; and Elliott Opportunity II Corp., a special purchase acquisition company, from June to December 2021. Mr. Smith holds a B.Sc. from Bristol University in England and qualified as a chartered accountant in England and Wales. | |

  35. Directors and Director Nominees in 2026

    Specific Qualifications, Attributes, Skills and Experience:

  36. Directors and Director Nominees in 2026

    | Accounting/Auditing Experience | As an international chartered accountant, Mr. Smith has served as Chief Financial Officer of multiple publicly traded companies. | | Technology Expertise | Experience as an executive of multiple technology companies, including leadership positions at Salesforce, provides expertise in technology company operations. | | Risk Oversight & Management; Public Company Board Experience/Corporate Governance | Board experience for Splunk Inc. and Procore Technologies, Inc., as well as BlackLine, Inc., Citrix Systems, Inc., MINDBODY, Inc., Slack Technologies, Inc. and Xero Limited, provides extensive insights into public company corporate governance matters. |

  37. Directors and Director Nominees in 2026

    | | Patrick Smith, CEO Director since 1993 Age: 55 Board Committees: None Other Public Company Boards: None | | Mr. Smith has served as CEO and as a director of the Company since 1993. He is also co-founder of the Company. After graduating from Harvard University, cum laude, in just three years (class of 1991), Mr. Smith entered directly into the M.B.A. program at the University of Chicago. In two years, he completed both a master’s degree in international finance from the University of Leuven in Leuven, Belgium and an M.B.A. with honors at the University of Chicago, graduating in the top 5% of his class. After completing graduate school in the summer of 1993, he co-founded Axon Enterprise, Inc. (F.K.A. TASER International, Inc.) in September 1993 with his brother, Thomas P. Smith. Among other qualifications, Mr. Smith is the visionary of the Company and brings to the Board extensive executive leadership experience in the technology industry, including the management of worldwide operations, sales, service and support as well as technology innovation as he currently holds 53 U.S. patents. | |

  38. Directors and Director Nominees in 2026

    Axon Enterprise, Inc. | 2026 Proxy Statement | 17 Table of Contents Specific Qualifications, Attributes, Skills and Experience:

  39. Directors and Director Nominees in 2026

    | Technology Expertise | Mr. Smith is highly skilled in technology innovation and is the holder of 53 U.S. patents. | | Risk Oversight & Management | Management and board experience as the CEO and co-founder of the Company provides extensive executive leadership expertise in navigating the range of risks faced by the Company over the past 30+ years. |

  40. Directors and Director Nominees in 2026

    | | Jeri Williams Director since 2023 Age: 60 Board Committees: Enterprise Risk and Compliance Committee, Nominating and Corporate Governance Committee Other Public Company Boards: None | | Ms. Williams served as Chief of Police for the Phoenix Police Department, the first female to lead the city’s force, from 2016 to 2022. During her tenure with the department, she advanced a number of progressive strategies, including key areas such as community engagement and professional standards. Previously, she served nearly six years as the first female Chief of Police in the City of Oxnard, California. Ms. Williams has received extensive accolades for her dedication to law enforcement, including being named one of Arizona’s Most Intriguing Women by the Arizona Centennial Legacy Project and recognized as California’s Assembly District 44 Woman of the Year for her leadership and outstanding accomplishments. In 2016, President Obama appointed Ms. Williams to a membership position on the Medal of Valor Review Board. She has also served as the first female President of the Major Cities Chiefs Association. Since 2023, Ms.Williams has acted as Principal for Impresa Strategy, a business consulting and advisory services firm. Ms. Williams holds a B.A. in Fine Arts from Arizona State University and a M.A. in Education from Northern Arizona University. | |

  41. Directors and Director Nominees in 2026

    Specific Qualifications, Attributes, Skills and Experience:

  42. Directors and Director Nominees in 2026

    | Governmental Experience | Service as the President of the Major Cities Chiefs Association provides valuable insight into community engagement and enhances relationships with various governmental agencies and law enforcement leaders. | | Law Enforcement Experience | Service as Chief of Police for the Phoenix Police Department and City of Oxnard, California provides deep insight into the operational demands of our law enforcement customers. |

  43. Directors and Director Nominees in 2026

    Axon Enterprise, Inc. | 2026 Proxy Statement | 18 Table of Contents

  44. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION Members of the Board who are employees of the Company are not separately compensated for serving on the Board. Board compensation is reviewed periodically by the Company’s Compensation Committee. Non-employee directors of the Company are paid $10,000 in cash per quarter and are eligible to receive annual grants of restricted stock units (“RSUs”) with a grant date fair value equal to approximately $260,000 vesting on the one-year anniversary of the grant. New Board members are eligible to receive an initial grant of RSUs with a grant date fair value equal to approximately $260,000 in their first year of service vesting in equal annual installments over three years. The Chair of the Board receives an additional (i) $5,000 in cash per quarter and (ii) an annual grant of RSUs with a grant date fair value equal to approximately $20,000 vesting on the one-year anniversary of the grant date. Board members who provide any special Board advisory consultations in their official capacity as Board members (other than Board and committee meetings) are compensated at the rate of $2,500 per day or $1,250 per half day, with no pay for travel days. All directors are reimbursed for reasonable expenses incurred in connection with their attendance at meetings. In addition, for the fiscal year ended December 31, 2025, Board members serving on committees in either the chair or member capacity received fees as summarized in the following table:

  45. DIRECTOR COMPENSATION

    | Committee | Annual Chair Fee | Annual Member Fee | | Audit | $25,000 | $10,000 | | Compensation (1) | 25,000 | 7,500 | | Nominating and Corporate Governance | 10,000 | 5,000 | | Mergers and Acquisitions and Capital Structure | 10,000 | 6,000 | | Enterprise Risk and Compliance | 10,000 | 6,000 |

  46. DIRECTOR COMPENSATION

    (1) The annual Chair fee for the Compensation Committee increased effective July 1, 2025 from $15,000 to $25,000 following the Compensation Committee’s review in 2024. Refer to the prior year proxy statement for more information. The annual RSU awards are typically granted on the date of the Company’s annual meeting of shareholders. Directors have the option of deferring all or a portion of their cash compensation into the TASER International, Inc. Deferred Compensation Plan, the Company’s non-qualified deferred compensation plan (the “Deferred Compensation Plan”). In 2024, the Compensation Committee engaged Semler Brossy Consulting Group, LLC (“Semler Brossy”) as its independent compensation consultant. Semler Brossy provided research, data analysis, and benchmarking services to assist the Committee in evaluating and adjusting director compensation. The director compensation data utilized was consistent with the peer group identified by Semler Brossy during their 2023 executive compensation review. The Compensation Committee’s philosophy is to generally set director compensation at approximately the 50th percentile of the peer group, with adjustments reviewed and implemented every three years. Based on the review performed in 2024, adjustments to director compensation were made which became effective in 2025 as described above. Axon Enterprise, Inc. | 2026 Proxy Statement | 26 Table of Contents The following table summarizes the compensation paid to non-employee directors for the fiscal year ended December 31, 2025.

  47. DIRECTOR COMPENSATION

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) (1) (2) | All Other Compensation ($) | Total ($) | | Current Directors | | | | | | Erika Ayers Badan | $46,875 | $325,709 | $— | $372,584 | | Adriane Brown | 63,500 | 325,709 | — | 389,209 | | Julie Cullivan (3) | 61,500 | 325,709 | — | 387,209 | | Michael Garnreiter | 82,500 | 351,269 | — | 433,769 | | Caitlin Kalinowski | 57,000 | 325,709 | — | 382,709 | | Matthew McBrady | 58,500 | 325,709 | — | 384,209 | | Todd Morgenfeld | 19,231 | 262,718 | — | 281,949 | | Hadi Partovi | 66,000 | 325,709 | — | 391,709 | | Graham Smith | 78,500 | 325,709 | — | 404,209 | | Jeri Williams | 54,750 | 325,709 | — | 380,459 |

  48. DIRECTOR COMPENSATION

    (1)Amounts in this column represent the aggregate grant date fair value of RSUs, computed in accordance with stock-based compensation accounting rules in Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation—Stock Compensation (“ASC Topic 718”). The fair value of each RSU is the closing price of our common stock on the date of grant. Each of our current non-employee directors, except Mr. Morgenfeld, received an award of 446 RSUs on May 29, 2025, each of which will vest on the one-year anniversary of the grant on May 29, 2026. Mr. Morgenfeld received an award of 336 RSUs on August 28, 2025 following his appointment, vesting annually over three years. Pursuant to SEC regulations, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions. The assumptions used in the calculations of the grant date fair values for such awards are included in Note 1 to our consolidated financial statements for the fiscal year ended December 31, 2025 within our 2025 Annual Report. The following table shows the aggregate number of RSUs outstanding for each director as of December 31, 2025.

  49. DIRECTOR COMPENSATION

    | Name | Aggregate Restricted Stock Units Outstanding | | Erika Ayers Badan | 793 | | Adriane Brown | 446 | | Julie Cullivan | 446 | | Michael Garnreiter | 481 | | Caitlin Kalinowski | 446 | | Matthew McBrady | 446 | | Todd Morgenfeld | 336 | | Hadi Partovi | 446 | | Graham Smith | 753 | | Jeri Williams | 753 |

  50. DIRECTOR COMPENSATION

    (2)Pursuant to his service as Chair of the Board, on May 29, 2025, Mr. Garnreiter received a grant of 35 restricted shares, which will vest on the one-year anniversary of the grant date. Axon Enterprise, Inc. | 2026 Proxy Statement | 27 Table of Contents (3)Non-employee directors have the option of participating in the Deferred Compensation Plan through which participants may elect to postpone the receipt and taxation of a portion of their cash compensation. All gains or losses are allocated fully to participants and the Company does not guarantee a rate of return on deferred balances. The Company does not make discretionary payments to the plan. There were no above-market returns for participants in the plan. Ms. Cullivan chose to participate in the Deferred Compensation Plan and elected to defer $61,500 of earned compensation into the plan during the year ended December 31, 2025.

  51. Shareholder Compensation Feedback and Our Response

    | Feedback Themes | What We Heard | Actions Taken in Response | | Alignment between pay and performance | Shareholders expressed a preference for compensation outcomes that reflect the Company’s performance | Performance-based awards granted as part of the CEO Performance Award and the Employee XSP will only vest if various stock price goals and operational performance hurdles are met | | Compensation arrangements structured to promote long-term shareholder value creation | Shareholders expressed a preference for the integration of metrics that encourage long-term shareholder value creation | Equity awards earned by executives as part of the CEO Performance Award and the Employee XSP are tied to various stock price goals and operational performance hurdles that will lead to long-term shareholder value creation over an extended performance period if achieved | | Compensation arrangements structured to promote retention of key executives | Shareholders expressed a preference for executive compensation programs that balance the use of time-based and performance-based equity awards to promote retention of key executives | Vesting of awards granted as part of the CEO Performance Award and Employee XSP is subject to minimum service requirements | | Use of one-time or special awards | Shareholders expressed concern about the use of special awards to retain and motivate key executives | The CEO Performance Award and the Employee XSP are intended to take the place of traditional performance-based equity compensation programs rather than function as special or one-time awards. No additional stock awards were granted to executives in 2025 | | Size of equity awards granted to executives | Shareholders expressed concern about the size of the awards granted to executive officers in 2024 | The equity awards granted to executives in 2024 will cover seven years of performance-based equity as part of the CEO Performance Award and Employee XSP | | Consistency in compensation structure | Shareholders expressed a preference for consistent compensation structures, without significant changes to short- or long-term plans | Compensation structures have remained the consistent since shareholder approval of the CEO Performance Award and Employee XSP plan, including no further equity grants and no salary increases in for NEOs 2025 |

  52. 2025 Compensation Reflected Axon’s Strong 2025 Performance

    2025 Compensation Reflected Axon’s Strong 2025 Performance Our financial and business highlights for 2025 include the following: •Annual revenue grew 33% to $2.8 billion, marking our fourth consecutive year of 30%+ annual growth •Surpassed $1.3 billion in annual recurring revenue, up 35% year over year •Generated annual bookings of $7.4 billion, up 46% year over year •Reached total future contracted bookings of $14.4 billion, an increase of 43% year over year •Achieved a full-year net income margin of 4.5% alongside a 25.5% adjusted EBITDA margin •Introduced major product expansions, including Axon Vehicle Intelligence, Axon Assistant, Axon Body Mini and Axon 911 Axon Enterprise, Inc. | 2026 Proxy Statement | 36 Table of Contents Because of our focus on our long-term incentive programs, we made limited adjustments to annual salary and annual cash incentive bonus programs in 2025: •Annual salaries remained unchanged in 2025 with the exception of Mr. Isner. As discussed within the prior year proxy statement, Mr. Isner and the Compensation Committee agreed that Mr. Isner would receive a reduced amount of annual cash compensation during 2025 in exchange for the Company authorizing his use of private air travel for business purposes in certain circumstances not currently covered by our utilization policy. Mr. Isner’s 2025 annual base salary was $125,000, compared to $500,000 in 2024. •Annual cash incentive program paid out at 135.9% for our NEOs in 2025 (other than our CEO who does not receive an annual cash incentive), which aligns with our strong financial performance highlighted above and the outperformance of key performance indicators: revenue, adjusted EBITDA margin, new market bookings, new product bookings and new product adoption.

  53. Components of Executive Compensation and Initial 2025 Target Direct Compensation

    | 2025 | Annual Salary (1) | | Annual Target Cash Incentive Compensation (2) | | Long-term Target Equity Compensation-- XSUs (3) | | Long-term Target Equity Compensation-- RSUs (4) | | Target Total Direct Compensation | | Name | | % Total | | % Total | | % Total | | % Total | | | Patrick Smith | $31,201 | 0.4% | $— | —% | $7,143,000 | 99.6% | $— | —% | $7,174,201 | | Joshua Isner | 125,000 | 1.1 | 425,000 | 3.6 | 5,000,000 | 42.1 | 6,320,000 | 53.2 | 11,870,000 | | Brittany Bagley | 450,000 | 6.9 | 600,000 | 9.2 | 2,250,000 | 34.6 | 3,200,000 | 49.3 | 6,500,000 | | Jeffrey Kunins | 350,000 | 6.6 | 350,000 | 6.6 | 1,518,000 | 28.6 | 3,082,000 | 58.2 | 5,300,000 | | Cameron Brooks (5) | 400,000 | 8.4 | 600,000 | 12.6 | 1,500,000 | 31.6 | 2,250,000 | 47.4 | 4,750,000 |

  54. 2025 Annual Cash Incentive Program and 2025 Annual Cash Incentive Payouts

    2025 Annual Cash Incentive Program and 2025 Annual Cash Incentive Payouts The objective of the annual cash incentive program has been to provide executives with a short-term, competitive cash compensation opportunity, as well as to align executive rewards with Company performance. Each year, the Compensation Committee reviews the framework for the annual cash incentive program, including the potential metrics and associated weightings and goals, and approves these metrics and any additional metrics to the extent used to determine the payouts to our NEOs. The Compensation Committee ensures the goals that are set at the beginning of the year are viewed as challenging but achievable to help support execution against our annual financial and operational priorities to drive long- term shareholder value. For the 2025 annual cash incentive program, the Compensation Committee added “New Product Adoption” as a bonus metric, and adjusted overall weighting to reflect this new metric. Payouts to our NEOs (other than our CEO) under the 2025 annual cash incentive program were based on the achievement of Company-wide annual financial and operational goals. The Compensation Committee believes the criteria for the annual cash incentive program were challenging but achievable. Axon Enterprise, Inc. | 2026 Proxy Statement | 38 Table of Contents

  55. 2025 Annual Cash Incentive Program and 2025 Annual Cash Incentive Payouts

    | 2025 Financial and Operational Goals | | | | | | | | Metric | Threshold | Target | Maximum | Actual (1) | Weight | Weighted Payout | | ($ in millions) | | | | | | | | Revenue | $2,500.0 | $2,700.0 | $2,850.0 | $2,776.0 | 30.0 % | 37.6 % | | Adjusted EBITDA Margin (2) | 24.0 % | 25.0 % | 26.0 % | 26.8 % | 25.0 | 37.5 % | | New Market Bookings | $1,000.0 | $1,300.0 | $2,500.0 | $1,185.0 | 15.0 | 13.6 % | | New Product Bookings | $600.0 | $750.0 | $1,450.0 | $1,476.0 | 15.0 | 30.0 % | | New Product Adoption | 56.0 % | 59.7 % | 64.7 % | 61.2 % | 15.0 | 17.3 % | | Actual attainment/plan payout | | | | | 100 % | 135.9 % |

  56. 2025 Annual Cash Incentive Program and 2025 Annual Cash Incentive Payouts

    (1)Actual achievement in this column excludes the impact of our acquisition of Invictus Apps, Inc. (“Prepared”) in 2025. (2)For a discussion as to how adjusted EBITDA margin is calculated from our audited financial statements, see “Reconciliation of Non-GAAP Measures”. For purposes of functioning as a 2025 financial and operational goal tied to cash incentive payouts, adjusted EBITDA margin further excludes the impact of tariffs that were newly implemented in 2025. Management considered removal of tariff impacts to be an equitable adjustment necessary to give effect to the original intent of the Company performance metrics previously approved by the Committee. The annual financial and operational goals were based on revenue, adjusted EBITDA margin, new market bookings, new product bookings, and new product adoption. These metrics each had a threshold, target and maximum goal with corresponding base payouts of 75%, 100% and 150% of target, respectively, except for the New Market Bookings and New Product Bookings metrics which had a maximum payout of 200% of target. Achievement of the 2025 cash incentive program metrics was measured after the Company determined its earnings for 2025. The actual annual cash incentive program payouts to our NEOs for 2025 were as follows:

  57. 2025 Annual Cash Incentive Program and 2025 Annual Cash Incentive Payouts

    | | Annual Target Cash Incentive Compensation | Payout % | Cash Payout | | Joshua Isner | $425,000 | 135.9 % | $577,575 | | Brittany Bagley | $600,000 | 135.9 % | $815,400 | | Jeffrey Kunins | $350,000 | 135.9 % | $475,650 | | Cameron Brooks (1) | $600,000 | 135.9 % | $885,876 |

  58. 2025 Annual Cash Incentive Program and 2025 Annual Cash Incentive Payouts

    (1)Mr. Brooks’ cash payout was made in Euros. Amount above was converted from Euros to U.S. dollars based on the exchange rate on the respective payout date. For decisions made regarding the 2026 annual cash incentive program, see “Shareholder Engagement and Forward- Looking Compensation Decisions for 2026”. Axon Enterprise, Inc. | 2026 Proxy Statement | 39 Table of Contents

  59. Long-Term Performance-Based Equity Compensation

    Long-Term Performance-Based Equity Compensation The Compensation Committee believes that our NEOs should be incentivized by compensation structures that encourage measured risk taking with the aim of long-term, sustained shareholder value creation. As such, our compensation plans balance operational metrics with stock price performance, alongside the goal of retaining key executive talent. In alignment with our Compensation Committee, on May 10, 2024 our shareholders approved the following three equity plans that align with our compensation philosophy to support the Company’s long-term growth strategy and drive strong alignment with shareholder interest (each described in further detail below): •CEO Performance Award •eXponential Stock Plan •Amended and Restated 2022 Stock Incentive Plan CEO Performance Award The Board of Directors granted our CEO a performance-based grant of XSUs (the “CEO Performance Award”), which was submitted to our shareholders for approval and subsequently approved on May 10, 2024. The CEO Performance Award is performance-based and contingent upon the achievement of both stock price and operational performance hurdles, subject to certain continued service requirements. The Compensation Committee established a notional value for the CEO Performance Award of $150 million, representing approximately $7 million of annual target long-term incentive value over the seven-year term of the CEO Employment Agreement (as defined below), with a risk multiplier of three. Simplified Formula: [($7 million annual value) x (7-year term)] x risk multiplier of 3 → approximately $150 million The number of shares subject to the CEO Performance Award was calculated by dividing the notional value of the award determined by the Compensation Committee by a 90-day volume weighted average price per share of Company common stock as of the day preceding the grant date. eXponential Stock Plan On May 10, 2024, our shareholders approved the Axon Enterprise, Inc. 2024 eXponential Stock Plan (the “Employee XSP” or “XSP 2.0”), which provides for grants of XSU awards to employees and our NEOs (other than our CEO).The XSU awards are performance-based and contingent upon the achievement of the same stock price and operational performance hurdles as the CEO Performance Award, subject to certain continued service requirements. The number of shares subject to each XSU award was calculated by dividing the notional value of the award determined by the Compensation Committee by a 90-day volume weighted average price per share of Company common stock as of the day preceding the grant date. Axon Enterprise, Inc. | 2026 Proxy Statement | 40 Table of Contents The Employee XSP recognizes Axon’s global growth potential and is designed to motivate our employees who are instrumental to the innovation and development of Axon’s new products and who continue to deliver exceptional value to Axon. As originally approved, the program includes seven substantially equal tranches that will vest upon certification by the Compensation Committee upon achievement of three independent vesting conditions, described in the following table:

  60. Long-Term Performance-Based Equity Compensation

    | | Operational Goals (1) (in millions) | | | | Stock Price Goal | | Minimum Service Requirement | | | | Tranche (2) | Revenue | | Adj. EBITDA (3) | | | | Employee XSP | CEO Performance Award | Goal Expiration | | 1 | $1,834 | or | $382 | and | $247.40 | and | June 2025 | December 2028 | December 2026 | | 2 | 2,293 | or | 497 | and | 309.25 | and | December 2025 | December 2028 | December 2027 | | 3 | 2,866 | or | 611 | and | 386.56 | and | June 2026 | December 2029 | December 2028 | | 4 | 3,583 | or | 801 | and | 483.20 | and | December 2026 | December 2029 | December 2029 | | 5 | 4,479 | or | 1,044 | and | 604.00 | and | June 2027 | December 2030 | December 2030 | | 6 | 5,599 | or | 1,356 | and | 755.00 | and | December 2027 | December 2030 | December 2031 | | 7 | 6,999 | or | 1,706 | and | 943.75 | and | June 2028 | December 2030 | December 2032 |

  61. Long-Term Performance-Based Equity Compensation

    (1) Operational goals are measured, as of any date, for the previous four consecutive fiscal quarters, beginning with the Company’s first full fiscal quarter ending after the fiscal quarter in which the grant date occurred. (2)Tranches 1 and 2 vested in June 2025 and December 2025, respectively. As of December 31, 2025, for certain grantees, the shares acquired upon vesting of Tranche 2 remain subject to a holding period requirement under the plan, which will expire on the earlier of (i) December 31, 2030 and (ii) the date on which the subsequent tranche vests. (3)In connection with certain acquisitions which were completed during fiscal year 2024, the adjusted EBITDA goals were adjusted as required by the terms of the Employee XSP and CEO Performance Award during fiscal year 2025. For a discussion as to how adjusted EBITDA margin is calculated from our audited financial statements, see “Reconciliation of Non-GAAP Measures”. The Company intends to continue granting XSUs to employees at all levels of our organization in place of long-term performance-based RSUs given the strong alignment with shareholder experience requiring meaningful growth in both stock price and operational performance. Additional XSUs will be subject to operational goals and stock price goals which are proportionally higher than the goals applicable to the first seven tranches, as well as longer required service periods. There were no additional awards made under the CEO Performance Award or the Employee XSP to our NEOs during 2025, and no awards vested under the CEO Performance Award in 2025. Refer to the “Stock Vested” table below for further information on awards held by our NEOs that vested under the Employee XSP during 2025.

  62. Long-Term Service-Based Equity Compensation

    Long-Term Service-Based Equity Compensation On May 10, 2024, our shareholders approved the Amended and Restated 2022 Stock Incentive Plan (the “2022 Plan”). In addition to the long-term performance-based equity awards described above, the Compensation Committee believes that service-based equity compensation under the 2022 Plan with multi-year vesting periods ensures that our NEOs have a continuing stake in our long-term success, given the heightened risk-reward orientation of the XSUs. In determining the total number of RSUs to award to each NEO (other than our CEO), the Compensation Committee considered, among other things, the strategic objectives of the Company over the next three years and the practice of peer comparator companies. As previously issued awards to our NEOs under the Employee XSP and 2022 Plan compensated for 2025 long-term service-based compensation, no awards were granted to our NEOs under the 2022 Plan in 2025. Axon Enterprise, Inc. | 2026 Proxy Statement | 41 Table of Contents

  63. Shareholder Engagement and Forward-Looking Compensation Decisions for 2026

    | 2026 | Annual Salary | | Annual Target Cash Incentive Compensation | | Long-term Target Equity Compensation-- XSUs (1) | | Long-term Target Equity Compensation-- RSUs (2) | | Target Total Direct Compensation | | Name | | % Total | | % Total | | % Total | | % Total | | | Patrick Smith | $31,201 | 0.4% | $— | —% | $7,143,000 | 99.6% | $— | —% | $7,174,201 | | Joshua Isner (3) | 125,000 | 1.1 | 425,000 | 3.6 | 5,000,000 | 42.1 | 6,320,000 | 53.2 | 11,870,000 | | Brittany Bagley | 450,000 | 6.9 | 600,000 | 9.2 | 2,250,000 | 34.6 | 3,200,000 | 49.3 | 6,500,000 | | Jeffrey Kunins | 350,000 | 6.6 | 350,000 | 6.6 | 1,518,000 | 28.6 | 3,082,000 | 58.2 | 5,300,000 | | Cameron Brooks (4) | 400,000 | 8.4 | 600,000 | 12.6 | 1,500,000 | 31.6 | 2,250,000 | 47.4 | 4,750,000 |

  64. Peer Comparator Group

    Peer Comparator Group Executive compensation is reviewed every three years, the latest of which was performed by Semler Brossy encompassing fiscal years 2023 - 2025. The scope of Semler Brossy’s review in 2023 included determining an appropriate comparator group to which to compare the Company’s executive compensation, based primarily on the following criteria: technology industry sector, revenue and revenue growth, valuation multiple and market capitalization. Semler Brossy selected public technology companies with revenues between $435 million and $4 billion and three-month average market capitalization between $4 billion and $65 billion. We focused on including companies with similar revenue growth profiles. Axon Enterprise, Inc. | 2026 Proxy Statement | 43 Table of Contents Based on Semler Brossy’s prior analysis, the Compensation Committee selected the following comparator group when reviewing executive compensation:

  65. Peer Comparator Group

    | Alarm.com Holdings, Inc. | Fair Isaac Corporation | Procore Technologies | | ANSYS | HEICO Corporation | PTC Inc. | | Aspen Technology, Inc. | HubSpot | Samsara | | Crowdstrike | MongoDB, Inc. | Tyler Technologies Inc. | | Datadog | Palantir Technologies | Zscaler | | Dynatrace, Inc. | Paycom Software, Inc. | | | Elastic N.V. | Paylocity Holding Corporation | |

  66. Peer Comparator Group

    In addition to the comparator group, to supplement the executive compensation information where publicly disclosed information was limited, Semler Brossy provided executive compensation information for the NEOs using a survey sample of technology companies with over $1 billion in revenue.

  67. Equity Grant Practices

    Equity Grant Practices The Company does not have a formal policy relating to the timing of equity grants, but in practice seeks to avoid granting awards within four days of the release of material, nonpublic information.

  68. Employment Agreements and Other Arrangements with NEOs

    Employment Agreements and Other Arrangements with NEOs

  69. CEO Employment Agreement with Patrick Smith

    CEO Employment Agreement with Patrick Smith On December 8, 2023, the Company entered into an employment agreement (the “CEO Employment Agreement”) with Mr. Smith. Under the CEO Employment Agreement, Mr. Smith will continue to serve as the Company’s CEO and remain a member of the Board. The CEO Employment Agreement provides the specific terms and conditions of Mr. Smith’s employment through December 31, 2030 and provides for at-will employment for an indefinite period thereafter. The CEO Employment Agreement generally provides for compensation opportunities to Mr. Smith in a lesser amount than the Compensation Committee was otherwise willing to provide so that the Company could instead provide enhanced compensation opportunities to other employees of the Company. In particular, Mr. Smith will receive a base salary at the minimum wage rate (equating to $31,201 per year), and will not be eligible for an increase in base salary prior to January 1, 2031. Mr. Smith will not be entitled to any annual bonus or other short-term incentives. Pursuant to the CEO Employment Agreement, Mr. Smith agreed that, if he terminates his employment for any reason on or before December 31, 2030, Mr. Smith will promptly pay to the Company $30 million. In addition, Mr. Smith will be subject to restrictive covenants related to competition, solicitation of Company employees and customers and disparagement of the Company.

  70. Employment Agreements with our NEOs

    Employment Agreements with our NEOs Each of our other NEOs is party to an employment agreement with the Company or an affiliate, which are intended to ensure each executive’s continued employment and stability within our leadership team. The employment agreements with each of Messrs. Isner and Kunins and Ms. Bagley are substantially similar and describe the terms and conditions of each executive’s employment, including compensation levels, benefits and equity incentive eligibility, and also provide that the executive may be terminated by the Company with or without cause or, solely in connection with a Change in Control (as defined in the 2019 Stock Incentive Plan or 2022 Stock Incentive Plan), by the executive for good reason. The termination- related benefits provided under these employment agreements are described in “Potential Payments Upon Termination or Change of Control”. The employment agreement with Mr. Brooks contains similar terms and conditions as well as includes certain statutory requirements under Greek law. Each of the employment agreements contains non-compete, non-solicit, and non-disparagement covenants.

  71. 2025 SUMMARY COMPENSATION TABLE

    2025 SUMMARY COMPENSATION TABLE The following Summary Compensation Table provides information concerning the 2025 compensation of our CEO and other NEOs as of the end of the fiscal year. For a complete understanding of the table, please read the footnotes and narrative disclosures that follow the table. As discussed above, the CEO Performance Award and Employee XSP are high-risk, high-reward compensation plans that are 100% performance-based, with vesting of the underlying XSUs entirely tied to the achievement of three independent vesting conditions: (i) stock price goals; (ii) operational goals; and (iii) minimum service requirements. Although these grants are intended to compensate our NEOs over a seven-year term (2024 to 2030), to comply with SEC rules, the entire grant date fair value has been included in the table(s) below with respect to compensation during 2024. For the annual amount of target compensation under these plans, calculated prior to the risk multiplier of three and the duration multiplier of seven, refer to “Components of Executive Compensation and Initial 2025 Target Direct Compensation” above.

  72. 2025 SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards (1) ($) | Non-Equity Incentive Plan Compensation (2) ($) | All Other Compensation (3) ($) | Total ($) | | Patrick Smith | 2025 | $31,201(4) | $— | $— | $— | $8,800 | $40,001 | | Chief Executive Officer | 2024 | 31,201(4) | — | 164,463,091 | — | 31,429 | 164,525,721 | | | 2023 | 31,201(4) | — | — | — | 8,857 | 40,058 | | Joshua Isner | 2025 | 125,000(5) | — | — | 577,575 | 25,766 | 728,341 | | President | 2024 | 500,000 | — | 116,855,483 | 658,500 | 54,238 | 118,068,221 | | | 2023 | 425,000 | — | 29,955,689 | 1,066,500 | 43,608 | 31,490,797 | | Brittany Bagley | 2025 | 450,000 | — | — | 815,400 | 29,872 | 1,295,272 | | Chief Operating Officer and Chief Financial Officer | 2024 | 450,000 | — | 52,152,312 | 790,200 | 27,802 | 53,420,314 | | | 2023 | 450,000 | — | 8,932,642 | 892,563 | 24,769 | 10,299,974 | | Jeffrey Kunins | 2025 | 350,000 | — | — | 475,650 | 38,561 | 864,211 | | Chief Product Officer and Chief Technology Officer | 2024 | 350,000 | — | 35,190,696 | 460,950 | 30,193 | 36,031,839 | | | 2023 | 325,000 | — | 10,480,425 | 521,304 | 33,313 | 11,360,042 | | Cameron Brooks | 2025 | 418,661(6) | — | — | 885,876(7) | 6,844 | 1,311,381 | | Chief Revenue Officer | 2024 | 304,342 | 300,000 | 37,018,911 | 576,393 | 16,742 | 38,216,388 |

  73. 2025 SUMMARY COMPENSATION TABLE

    (1)No awards were granted to our NEOs in 2025. (2)In 2025, Ms. Bagley and Messrs. Isner, Kunins and Brooks received non-equity, cash-based incentive compensation payments as a result of exceeding target metrics around revenue and other goals during 2025. This incentive compensation was paid in February and March 2026. (3)All other compensation consists of matching contributions made to our 401(k) plan, contributions to health savings accounts, employer-paid life insurance premiums, costs associated with guest travel to and attendance at business events, costs of supplemental medical services, and payments made for taxes required to gross-up other earnings. Tax reimbursements or “gross-ups” for all applicable perquisites were $7,889, $6,680, $3,203 and $7,417 for Messrs. Isner, Kunins, and Brooks, and Ms. Bagley, respectively. (4)The amounts paid to Mr. Smith for 2025, 2024 and 2023 are consistent with minimum wage requirements. (5)As discussed in the prior year proxy statement, Mr. Isner and the Compensation Committee agreed that Mr. Isner would receive a reduction in annual cash compensation of $375,000 during 2025 in exchange for the Company authorizing his use of private air travel for business purposes in certain circumstances not currently covered by our utilization policy. (6)Mr. Brooks’ salary was converted from euros to U.S. dollars utilizing the average exchange rate for 2025. (7)Mr. Brooks’ bonus was converted from euros to U.S. dollars utilizing the exchange rates on the respective payout dates. Axon Enterprise, Inc. | 2026 Proxy Statement | 48 Table of Contents

  74. 2025 GRANTS OF PLAN-BASED AWARDS

    2025 GRANTS OF PLAN-BASED AWARDS The following table shows information about awards made under various compensation plans during 2025:

  75. 2025 GRANTS OF PLAN-BASED AWARDS

    | Name | Grant Date (1) | Estimated future payouts under non-equity incentive plan awards | | | All other stock awards: number of shares of stock or units (1) (#) | Grant date fair value of stock awards (1) ($) | | | | Threshold ($) | Target ($) | Maximum ($) | | | | Patrick Smith | — | — | — | — | — | — | | Joshua Isner | — | 318,750 | 425,000 | 701,250(2) | — | — | | Brittany Bagley | — | 450,000 | 600,000 | 990,000(2) | — | — | | Jeffrey Kunins | — | 262,500 | 350,000 | 577,500(2) | — | — | | Cameron Brooks | — | 450,000 | 600,000 | 990,000(2) | — | — |

  76. 2025 GRANTS OF PLAN-BASED AWARDS

    (1)No stock awards were granted to our NEOs in 2025. (2)Payouts under the annual cash incentive program are based on the achievement of annual financial and operational goals, including goals related to revenue, adjusted EBITDA margin, new market bookings, new product bookings, and new product adoption. Actual awards earned in 2025 are included in the non-equity incentive plan compensation column in the 2025 Summary Compensation Table. See further discussion under “Executive Compensation—Compensation Discussion and Analysis—2025 Annual Cash Incentive Program and 2025 Annual Cash Incentive Payouts.” Axon Enterprise, Inc. | 2026 Proxy Statement | 49 Table of Contents

  77. OUTSTANDING EQUITY AWARDS AT FISCAL 2025 YEAR-END

    OUTSTANDING EQUITY AWARDS AT FISCAL 2025 YEAR-END The following table includes certain information with respect to all outstanding equity awards previously awarded to the NEOs as of December 31, 2025. The value of the stock awards reflected below is based on the closing market price of a share of the Company’s common stock as of December 31, 2025 ($567.93).

  78. OUTSTANDING EQUITY AWARDS AT FISCAL 2025 YEAR-END

    | | Option Awards | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options Exercisable (#) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | Patrick Smith | 20,931(1) | — | $28.58 | 2/26/2028 | | | 679,102(5) | $385,682,399 | | | | | | | — | — | | | | Joshua Isner | — | — | — | — | 32,480(2) | 18,446,366 | 339,550(6) | 192,840,632 | | Brittany Bagley | — | — | — | — | 16,446(2) | 9,340,177 | 152,798(6) | 86,778,568 | | Jeffrey Kunins | — | — | — | — | 14,133(2) | 8,026,555 | 103,087(6) | 58,546,200 | | | | | | | 1,706(3) | 968,889 | | | | Cameron Brooks | — | — | — | — | 11,916(4) | 6,767,454 | 94,857(6) | 53,872,136 |

  79. OUTSTANDING EQUITY AWARDS AT FISCAL 2025 YEAR-END

    (1)These option awards were granted to Mr. Smith pursuant to the 2018 CEO Performance Award. (2)These stock awards vest at annual intervals over a three-year period and become fully vested in August 2026. (3)This stock award vests one-third in December 2024, one-third in August 2025 and one-third in August 2026. (4)This stock award vests one-third in May 2025 and the remaining two-thirds in eight substantially equal quarterly installments until fully vested in May 2027. (5)This stock award granted to Mr. Smith pursuant to the CEO Performance Award vests upon the achievement of three independent vesting conditions: (1) stock price goals; (2) operational goals; and (3) minimum service conditions. The stock price goals and operational goals applicable to the CEO Performance Award are identical to those under the Employee XSP, but Mr. Smith is subject to a longer minimum required service period. (6)These stock awards granted pursuant to the Employee XSP vest upon the achievement of three independent vesting conditions: (1) stock price goals; (2) operational goals; and (3) minimum service conditions. Axon Enterprise, Inc. | 2026 Proxy Statement | 50 Table of Contents

  80. 2025 OPTION EXERCISES AND STOCK VESTED

    2025 OPTION EXERCISES AND STOCK VESTED

  81. Option Exercises

    Option Exercises No options were exercised by Mr. Smith in 2025 related to the 2018 CEO Performance Award. None of our other NEOs hold options.

  82. Stock Vested

    Stock Vested The following table provides information related to restricted stock unit awards which vested during the year ended December 31, 2025:

  83. Stock Vested

    | | Restricted Stock Unit Awards | | | Name | Number of Shares Acquired upon Vesting (#) | Value Realized on Vesting ($) | | Patrick Smith | — | $— | | Joshua Isner | 33,393 | 24,668,870 | | Brittany Bagley | 33,574 | 23,756,700 | | Jeffrey Kunins | 15,977 | 11,542,146 | | Cameron Brooks | 11,799 | 8,229,611 |

  84. Stock Vested

    The following table provides information related to the XSU awards under the CEO Performance Award and Employee XSP which vested during the year ended December 31, 2025:

  85. Stock Vested

    | | XSU Awards | | | Name | Number of Shares Acquired upon Vesting (#) (1) | Value Realized on Vesting ($) | | Patrick Smith | — | $— | | Joshua Isner | 135,822 | 87,726,072 | | Brittany Bagley | 61,120 | 39,476,797 | | Jeffrey Kunins | 41,236 | 26,633,920 | | Cameron Brooks | 15,810 | 11,246,285 |

  86. Stock Vested

    (1) For Messrs. Isner and Kunins and Ms. Bagley, reflects Tranches 1 and 2 which vested in June 2025 and December 2025, respectively. For Mr. Brooks, reflects Tranche 1 which vested in October 2025. The latest vested tranche remains subject to a holding period requirement under the Employee XSP, which will expire on the earlier of (i) December 31, 2030, and (ii) the date on which the subsequent tranche vests. No XSUs have vested for Mr. Smith under the CEO Performance Award. The performance metrics for Tranche 3 of the Employee XSP and CEO Performance Plans were certified as achieved by the Compensation Committee on November 13, 2025. However, due to minimum service requirements, Tranche 3 is not yet considered vested as of December 31, 2025. Axon Enterprise, Inc. | 2026 Proxy Statement | 51 Table of Contents

  87. 2025 NONQUALIFIED DEFERRED COMPENSATION

    2025 NONQUALIFIED DEFERRED COMPENSATION On July 1, 2013, the Company adopted our Deferred Compensation Plan. The Deferred Compensation Plan allows eligible executives, key employees and non-employee directors to elect to defer the receipt and taxation of a portion of their compensation. Compensation, as defined in the Deferred Compensation Plan, is comprised of base salary, bonus, commission, director fees and such other cash or equity-based compensation approved by the Compensation Committee. Participants may elect to defer up to 80% of their base salary and up to 100% of other types of compensation. Participants are 100% vested at all times in amounts deferred pursuant to the Deferred Compensation Plan. All gains or losses are allocated fully to plan participants, and the Company does not guarantee a rate of return on deferred balances. There were no above-market returns for participants in the Deferred Compensation Plan. The following table provides information on NEO participation in the Deferred Compensation Plan:

  88. 2025 NONQUALIFIED DEFERRED COMPENSATION

    | Name | Executive Contributions in Last FY (1) ($) | Registrant Contributions in Last FY (2) ($) | Aggregate Earnings in Last FY (2)(3) ($) | Aggregate Withdrawals/ Distributions in Last FY ($) | Aggregate Balance at Last FYE (4) ($) | | Joshua Isner | — | — | 10,324 | (135,100) | 29,690 | | Brittany Bagley | 407,700 | — | 51,138 | — | 853,938 |

  89. 2025 NONQUALIFIED DEFERRED COMPENSATION

    (1)Ms. Bagley elected to contribute 50% of her 2025 bonus (as reflected in the Summary Compensation Table) to the Deferred Compensation Plan. Such amount is reflected above, although the amount was deferred into the Deferred Compensation Plan in the first quarter of 2026. (2)The Company does not make discretionary payments to the Deferred Compensation Plan but does make a restorative 401(k) match contribution to participants as their eligible wages for 401(k) purposes is net of contributions made to the Deferred Compensation Plan. (3)Aggregate earnings reflected represent deemed investment earnings from voluntary deferrals and Company contributions, as applicable. No amounts included in aggregate earnings are reported in the Summary Compensation Table because the Deferred Compensation Plan does not provide for above-market or preferential earnings. (4)Of the amount reflected in this column for Mr. Isner, the aggregate balance includes $436,508 from compensation previously reported in the Summary Compensation Table for 2021 and previous years and $735,252 has been reported as aggregate withdrawals and distributions for 2025 and previous years. No withdrawals or distributions were made in 2024. Mr. Isner has not made any executive contributions since 2021. Of the amount reflected in this column for Ms. Bagley, $395,100 was previously reported as compensation in the Summary Compensation Table for 2024. Although Ms. Bagley deferred amounts into the Deferred Compensation Plan in the first quarter of 2025, the contribution was an election for 50% of her 2024 bonus and considered a 2024 contribution for reporting purposes. Axon Enterprise, Inc. | 2026 Proxy Statement | 52 Table of Contents

  90. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL Pursuant to the employment agreements with our NEOs (other than our CEO), the Company may terminate each of the NEOs with or without cause. The conditions or events triggering the payment of cash severance benefits include the executive’s termination without cause, termination in certain circumstances in connection with a change in control of the Company (i.e., double-trigger), and death or disability. Cash severance benefits are payable in substantially equal installments in accordance with the Company’s standard payroll practices and applicable law, and any bonuses are paid at the time such bonuses are paid to other employees of the Company generally. Conditions to the payment of severance benefits include the execution (and non-revocation) of a release in favor of the Company and continued compliance with certain restrictive covenants relating to assignment of inventions, nondisclosure of Company confidential information, and (if applicable) non-competition with the Company for a period of 12 months after termination of employment. The severance benefit amounts with respect to the above triggering events were determined based on competitive practices. The Company agreed to pay these variable amounts of compensation as severance benefits in order to attract and retain executive officers. The table below depicts the severance benefits payable to each of the NEOs (other than our CEO) under the conditions indicated, other than with respect to awards under the CEO Performance Award and the Employee XSP, which are described below:

  91. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL

    | Termination for Cause | Termination without Cause | Termination By Executive Within 36 Months Following a Change in Control For Good Reason or by the Company Without Cause Six Months Prior to Change in Control at the Request of a Third- Party Purchaser (“Change in Control”) | Death or Disability | | Earned but unpaid salary and benefits | 12 months’ salary continuation (1); annual target bonus for the year in which termination occurs; time-based RSUs vesting during notice and severance period continue to vest | 36 months’ salary continuation (3); pro rata portion of annual target bonus for the year in which termination occurs; 12 months’ healthcare benefits (2); time-based RSUs vest | 18 months’ salary continuation (3); pro rata portion of annual target bonus for the year in which death or disability occurs; time-based RSUs vest |

  92. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL

    (1)The payment of 12 months’ salary includes an 11-month notice period and a cash payment equal to one month’s base salary. For Mr. Brooks, benefits payable are the higher of either 12 months' salary or a statutory severance payment. (2)Healthcare benefits include a lump sum payment equal to 12 months of COBRA premiums (including medical and dental coverage) for Messrs. Isner and Kunins and Ms. Bagley, and 12 months of healthcare benefits for Mr. Brooks. (3)Mr. Brooks would receive a statutory severance payment in lieu of salary payment. Axon Enterprise, Inc. | 2026 Proxy Statement | 53 Table of Contents Additional accelerated vesting conditions pursuant to the CEO Performance Award and the Employee XSP are as follows:

  93. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL

    | | CEO Performance Award (Patrick Smith) | Employee XSP (all other NEOs) | | Termination for Cause | Any tranches of the CEO Performance Award that are unvested as of the date of termination are forfeited | Any tranches of the 2024 Employee XSP that are unvested as of the date of termination are forfeited | | Termination without Cause | Operational goals are disregarded and all tranches for which stock price goals have been attained as of the date of termination vest; next unattained tranche will partially vest on a prorated basis by comparing the ninety-day volume-weighted average price to the stock price goal | Operational goals are disregarded and all tranches for which stock price goals have been attained as of the date of termination vest; next unattained tranche will partially vest on a prorated basis by comparing the ninety-day volume-weighted average price to the stock price goal | | Change in Control Without Termination | Stock price goals are compared against the greater of closing price immediately prior to Closing Date and per share stock price received by stockholders in such change in control; tranches qualifying as “CIC Units” for which the minimum service date has occurred will vest; CIC Units for which the minimum service date has not yet occurred remain outstanding and eligible to vest based on attainment of minimum service requirements; operational goals are disregarded | Stock price goals are compared against the greater of closing price immediately prior to Closing Date and per share stock price received by stockholders in such change in control; tranches qualifying as “CIC Units” for which the minimum service date has occurred will vest; CIC Units for which the minimum service date has not yet occurred remain outstanding and eligible to vest based on attainment of minimum service requirements; operational goals are disregarded | | Termination By Executive Within 24 Months Following a Change in Control For Good Reason or By the Company Without Cause | Any “CIC Unit” tranches of the CEO Performance Award that are unvested as of the date of termination immediately vest | Any “CIC Unit” tranches of the 2024 Employee XSP that are unvested as of the date of termination immediately vest | | Death or Disability | Minimum service date requirements are disregarded and any tranches for which stock price goals and operational goals have been achieved as of the date of termination immediately vest | Minimum service date requirements are disregarded and any tranches for which stock price goals and operational goals have been achieved as of the date of termination immediately vest |

  94. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL

    Axon Enterprise, Inc. | 2026 Proxy Statement | 54 Table of Contents The table below reflects the cash severance, equity acceleration and continuation of employee benefits that would be provided to each of the NEOs assuming the notice of intent to terminate such executive’s employment occurred on December 31, 2025. The following table excludes the deferred compensation amounts that would also be payable to Mr. Isner or Ms. Bagley (see “Executive Compensation—2025 Nonqualified Deferred Compensation”).

  95. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL

    | | Voluntary Termination By Executive | Termination for Cause | Termination without Cause (1) | Change in Control (2) | Death or Disability | | Patrick Smith | $— | $— | $330,585,238 | $— | $165,293,187 | | Joshua Isner | $— | $— | $173,268,872 | $19,275,160 | $57,626,993 | | Brittany Bagley | $— | $— | $79,813,372 | $11,318,773 | $27,971,118 | | Jeffrey Kunins | $— | $— | $56,532,630 | $10,429,066 | $21,580,024 | | Cameron Brooks | $— | $— | $50,405,367 | $7,414,005 | $25,347,545 |

  96. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL

    (1)Severance amounts based on annual bonus are calculated based on 2025 target bonus amounts. (2)This includes a termination within 24 months following a Change in Control (a) by the NEO for Good Reason or (b) by the Company without Cause. Assumes that the relevant Change in Control and termination occur on December 31, 2025, and that no tranches of Employee XSP and CEO Performance Award are determined to be "CIC Units" as defined in the applicable plans. The value of time-based RSUs reflected in amounts above is equal to the most available closing market price of a share of the Company’s common stock as of December 31, 2025 ($567.93), multiplied by the number of units that would vest. Axon Enterprise, Inc. | 2026 Proxy Statement | 55 Table of Contents

  97. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K under the Exchange Act, we are providing the following information about the relationship between executive compensation actually paid and the financial performance of our Company. The following table sets forth the compensation for our CEO or principal executive officer (“PEO”) and the average compensation for our other NEOs. For further information concerning our compensation philosophy and how we align executive compensation with our performance, see “Executive Compensation—Compensation Discussion and Analysis.”

  98. PAY VERSUS PERFORMANCE

    | | | | | | Value of Initial $100 Investment Based on | | | | | Year | Summary Compensation Table Total for PEO (1) | Compensation Actually Paid to PEO (2) (3) | Average Summary Compensation Table Total for Non-PEO NEOs (1) | Average Compensation Actually Paid to Non-PEO NEOs (2) (3) | Total Shareholder Return | Peer Group Total Shareholder Return (5) | Net Income (loss) (in thousands) | Adjusted EBITDA (6) (in thousands) | | 2025 | 40,001 | (12,580,422) | 1,049,801 | 4,583,563 | $463.27 | $187.14 | $124,656 | $710,155 | | 2024 | 164,525,721 | 385,171,518 | 61,434,191 | 151,439,028 | 484.86 | 154.48 | 377,034 | 521,375 | | 2023 | 40,058 | 43,533,121 | 17,716,938 | 28,506,155 | 210.78 | 119.22 | 175,783 | 331,396 | | 2022 | 33,203 | 13,687,307 | 4,305,869 | 2,091,584 | 135.40 | 82.43 | 146,930 | 232,033 | | 2021 | 33,115 | 253,610,579 | 5,634,227 | 30,194,861 | 128.13 | 122.18 | (56,339) | 183,086 |

  99. PAY VERSUS PERFORMANCE

    (1)For each year presented, Patrick Smith was our PEO; reflects amounts reported in the Summary Compensation Table for the respective years. Our non-PEO NEOs for 2025 were Ms. Bagley and Messrs. Isner, Kunins and Brooks. Our non-PEO NEOs for 2024 were Ms. Bagley and Messrs. Isner, Kunins and Brooks. Our non-PEO NEOs for 2023 were Ms. Bagley and Messrs. Isner and Kunins. Our non-PEO NEOs for 2022 were Ms. Bagley and Messrs. Isner, Kunins, Larson, Ahsan and Zito. Our non-PEO NEOs for 2021 were Messrs. Larson, Ahsan, Isner and Kunins. Average compensation for the non-PEO NEOs reflects amounts reported in the Summary Compensation Table for the respective years. (2)Amounts shown for compensation actually paid (“CAP”) are computed in accordance with Item 402(v) of Regulation S-K under the Exchange Act and do not reflect the actual amount of compensation earned by or paid to the NEOs during the applicable year. These amounts reflect total compensation as reported in the Summary Compensation Table with certain adjustments as required by Item 402(v) of Regulation S-K as described in Note (3) below. (3)CAP reflects the exclusions and inclusions of equity awards for the PEO and the other NEOs as set forth below and calculated in accordance with ASC Topic 718. The valuation methodologies and assumptions used to calculate CAP are based on the grant date fair value of these awards as disclosed in the Company’s consolidated financial statements filed with the SEC on Annual Report on Form 10-K for each of the years reflected in the table below: Axon Enterprise, Inc. | 2026 Proxy Statement | 56 Table of Contents Summary Compensation Table Total to CAP Reconciliation for the PEO and the other NEOs for 2025:

  100. PAY VERSUS PERFORMANCE

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

  101. PAY VERSUS PERFORMANCE

    For purposes of the above adjustments, the fair value of the equity awards on the applicable date was determined in accordance with FASB ASC Topic 718, using valuation methodologies that are generally consistent with those used to determine the grant date fair value for accounting purposes. (4)Certain of these awards remain subject to a holding period. (5)Total Shareholder Return (“TSR”) shown in this table utilizes the NASDAQ Composite Index that we use in the stock performance graph required by Item 201(e) of Regulation S-K included in the Company’s consolidated financial statements filed with the SEC in our 2025 Annual Report. The comparison assumes $100 was invested for the period starting December 31, 2020 through December 31 of the applicable fiscal year in each of the Company’s common stock and the NASDAQ Composite Index. All dollar values assume reinvestment of the pre- tax value of dividends paid by companies included in the NASDAQ Composite Index. The historical stock price performance of our common stock shown is not necessarily indicative of future stock price performance. (6)Pursuant to Item 402(v) of Regulation S-K under the Exchange Act, we determined adjusted EBITDA to be the most important financial performance measure used to link Company performance to CAP for our PEO and our other NEOs in 2025, 2024, and 2023. This performance measure may not have been the most important financial performance measure for years 2022 and 2021 and we may determine a different financial performance measure to be the most important such measure in future years. Adjusted EBITDA is defined as earnings before interest expense; investment interest income; income taxes; depreciation; amortization; noncash stock-based compensation expense; fair value adjustments related to strategic investments, marketable securities, and mark-to-market on our non-qualified deferred compensation liabilities; debt inducement expense associated with the early repurchase of a portion of our 2027 Notes; non-recurring severance costs, including employee cash payments, equity, and related benefits; transaction and integration costs related to strategic investments and acquisitions, including the change in fair value of contingent consideration arrangements; payroll taxes related to Employee XSP vesting and 2018 CEO Performance Award option exercises; costs (or subsequent recoveries of prior costs) related to certain legal or regulatory matters we consider outside of our core operating activities; losses incurred as a result of the disposal, abandonment, and impairment of property, equipment and intangible assets; inventory step-up amortization related to acquisitions; and loss recoveries. For a reconciliation of adjusted EBITDA to net income, see “Reconciliation of Non-GAAP Measures.” Axon Enterprise, Inc. | 2026 Proxy Statement | 57 Table of Contents Pay Versus Performance Relationship Descriptions: Figure 1: Relationship between Axon’s CAP for PEO and NEOs (Average) vs. cumulative TSR of Axon and the peer group Figure 2: Relationship between Axon’s CAP for PEO and NEOs (Average) vs. Axon’s net income Axon Enterprise, Inc. | 2026 Proxy Statement | 58 Table of Contents Figure 3: Relationship between Axon’s CAP for PEO and NEOs (Average) vs. Adjusted EBITDA (1) (1)Adjusted EBITDA is a non-GAAP financial measure; see “Reconciliation of Non-GAAP Measures” for definitions of non-GAAP financial measures and a reconciliation of such measures to the most directly comparable GAAP measures. Set forth below is a list of the three most important financial performance measures used to link executive compensation actually paid to our NEOs during 2025 to Company performance: •Adjusted EBITDA; •Revenue; and •Company stock price. Axon Enterprise, Inc. | 2026 Proxy Statement | 59 Table of Contents

  102. PAY RATIO OF CEO COMPENSATION

    PAY RATIO OF CEO COMPENSATION

  103. PROPOSAL NO. 1 - ELECTION OF DIRECTORS

    PROPOSAL NO. 1 - ELECTION OF DIRECTORS The Board is elected by and accountable to the shareholders to oversee their interest in the long-term health and the overall success of the Company’s business and its financial strength. The Board serves as the ultimate decision-making body of the Company except for those matters reserved to, or shared with, the shareholders. The Board selects and oversees the members of senior management, who are charged by the Board with conducting the business of the Company.