v3.25.1
Stockholders' Equity
 3 Months Ended
Mar. 31, 2025
Equity [Abstract]  
Stockholders' Equity Stockholders’ Equity
Common Stock and Preferred Stock
We have authorized the issuance of two classes of stock designated as “common stock” and “preferred stock,” each having a par value of $0.00001 per share. We are authorized to issue 200 million shares of common stock and 25 million shares of preferred stock.
2024 Employee XSP and 2024 CEO Performance Award
On May 10, 2024, our shareholders approved the Axon Enterprise, Inc. 2024 eXponential Stock Plan (the “2024 Employee XSP”). The 2024 Employee XSP includes an approved pool of 4.5 million shares of common stock reserved for grants of eXponential Stock Units (“XSUs”) to employees. A total of approximately 4.1 million XSUs have been granted to employees under this program as of March 31, 2025. There were no XSUs granted to employees during the three months ended March 31, 2025. The program includes seven substantially equal tranches that will vest upon certification by the Compensation Committee of the Board of Directors upon achievement of three independent vesting conditions: (1) stock price goals; (2) operational goals; and (3) minimum service conditions.
Additionally, on May 10, 2024 shareholders approved a grant of 679,102 XSUs to our CEO, Patrick W. Smith, (the “2024 CEO Performance Award”). The stock price goals and operational goals applicable to the 2024 CEO Performance Award are identical to those under the 2024 Employee XSP, but Mr. Smith is subject to a longer minimum required service period.

The three independent vesting conditions are described in the following table:
Operational Goals(1)
(in millions)
Stock Price
Goal		Minimum Service Requirement
TrancheRevenue
Adj. EBITDA(2)
2024 Employee XSP2024 CEO Performance AwardGoal Expiration
1$1,834 or$382 and$247.40 andJune 2025December 2028December 31, 2026
22,293 or497 and309.25 andDecember 2025December 2028December 31, 2027
32,866 or633 and386.56 andJune 2026December 2029December 31, 2028
43,583 or823 and483.20 andDecember 2026December 2029December 31, 2029
54,479 or1,066 and604.00 andJune 2027December 2030December 31, 2030
65,599 or1,378 and755.00 andDecember 2027December 2030December 31, 2031
76,999 or1,728 and943.75 andJune 2028December 2030December 31, 2032
(1) Operational goals are measured, as of any date, for the previous four consecutive fiscal quarters, beginning with the Company's first full fiscal quarter ending after the fiscal quarter in which the grant date occurred.
(2) 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 2024 Employee XSP and 2024 CEO Performance Award. As the operational goals for tranches 1 and 2 were met as of December 31, 2024, no further adjustment to the adjusted EBITDA goals for these tranches was made in the current period, in accordance with the terms of the awards.
Restricted Stock Units
The following table summarizes restricted stock unit (“RSU”) activity for the three months ended March 31, 2025 and 2024 (number of units and aggregate intrinsic value in thousands):
Three Months Ended March 31,
20252024
Number of
Units		Weighted Average
Grant-Date Fair Value		Number of
Units		Weighted Average
Grant-Date Fair Value
Units outstanding, beginning of year1,684$356.31 1,615 $193.09 
Granted15580.51 478257.49
Released(186)281.66 (174)213.88
Forfeited(27)398.72 (42)186.93
Units outstanding, end of period1,486$367.15 1,877 $207.73 
Aggregate intrinsic value at quarter end$781,511 $587,321 
Aggregate intrinsic value represents our closing stock price on the last trading day of the period, which was $525.95 per share, multiplied by the number of RSUs outstanding. As of March 31, 2025, there was $461.0 million in unrecognized compensation costs related to RSUs under our stock plans for shares that are expected to vest. We expect to recognize the cost
related to the RSUs over a weighted average period of 2.13 years. Shares underlying RSUs are generally released when vesting requirements are met.
Performance Stock Units
The following table summarizes performance stock unit (“PSU”) activity, inclusive of XSUs, for the three months ended March 31, 2025 and 2024 (number of units and aggregate intrinsic value in thousands):
Three Months Ended March 31,
20252024
Number of
Units		Weighted Average
Grant-Date Fair Value		Number of
Units		Weighted Average
Grant-Date Fair Value
Units outstanding, beginning of year4,865$261.18394$201.61 
Granted16499.4715284.00
Released(15)256.23(1)180.89
Forfeited(48)224.83(7)93.32
Units outstanding, end of period4,818$262.34401$206.75 
Aggregate intrinsic value at quarter end$2,533,889 $125,533 
Aggregate intrinsic value represents our closing stock price on the last trading day of the period, which was $525.95 per share, multiplied by the number of PSUs outstanding. As of March 31, 2025, there was $677.7 million in unrecognized compensation expense related to PSUs under our stock plans for awards that are expected to vest. We expect to recognize the cost related to PSUs over a weighted average period of 3.99 years. Shares underlying PSUs are generally released when vesting requirements are met.
Stock Option Activity
The following table summarizes stock option activity for the three months ended March 31, 2025 and 2024 (number of units and aggregate intrinsic value in thousands):
Three Months Ended March 31,
20252024
Number of OptionsWeighted Average Exercise PriceWeighted Average Remaining Contractual Life (years)Number of OptionsWeighted Average Exercise PriceWeighted Average Remaining Contractual Life (years)
Options outstanding, beginning of year21$28.58531$28.58
Granted————
Exercised————
Expired / terminated————
Options outstanding and exercisable, end of period21$28.582.91531$28.583.9
Aggregate intrinsic value at quarter end$10,410 $150,944 
Aggregate intrinsic value represents the difference between the exercise price of the underlying stock options and the closing stock price on the last trading day of the period ended March 31, 2025, which was $525.95 per share. There was no stock option activity during the three months ended March 31, 2025.
Stock-based Compensation Expense
The following table summarizes the composition of stock-based compensation expense for the three months ended March 31, 2025 and 2024 (in thousands):
Three Months Ended March 31,
20252024
Cost of product and service sales$12,887 $29,595 
Selling, general and administrative expenses71,347 23,155 
Research and development expenses56,005 22,365 
Total stock-based compensation expense$140,239 $75,115 
Stock Incentive Plan
In May 2024, our shareholders approved the Axon Enterprise, Inc. Amended and Restated 2022 Stock Incentive Plan (the “Amended 2022 Plan”) authorizing an additional 2.2 million shares, plus remaining available shares under prior plans, for issuance under the Amended 2022 Plan. Combined with the shares of our common stock available under our legacy stock incentive plans, there are 3.2 million shares of our common stock available for grant under the Amended 2022 Plan as of March 31, 2025.
At-The-Market Equity Offering
We participate in an “at-the-market” equity offering program (the “ATM”), pursuant to which we are authorized to sell up to a total of approximately 2.0 million shares of our common stock. As of March 31, 2025, there were approximately 2.0 million shares remaining. There were no issuances under the ATM during the three months ended March 31, 2025.
Stock Repurchase Plan
In February 2016, our Board of Directors authorized a stock repurchase program to acquire up to $50.0 million of our outstanding common stock subject to stock market conditions and corporate considerations. As of March 31, 2025, $16.3 million remained available under the plan for future purchases.