v3.25.2
Stockholders' Equity
 6 Months Ended
Jun. 30, 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 2024 Employee XSP. The 2024 Employee XSP includes an approved pool of approximately 4.5 million shares of common stock reserved for grants of eXponential Stock Units (“XSUs”) to employees, of which approximately 0.8 million XSUs remain available to grant to employees under this program as of June 30, 2025. A total of approximately 0.1 million XSUs were granted during the six months ended June 30, 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 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
Tranche(2)
Revenue
Adj. EBITDA(3)
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 or622 and386.56 andJune 2026December 2029December 31, 2028
43,583 or812 and483.20 andDecember 2026December 2029December 31, 2029
54,479 or1,055 and604.00 andJune 2027December 2030December 31, 2030
65,599 or1,367 and755.00 andDecember 2027December 2030December 31, 2031
76,999 or1,717 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)    Tranche 1 vested and settled in June 2025. For certain grantees, the shares acquired upon vesting and settlement of Tranche 1 are subject to a holding period requirement under the plan, which will expire on the earlier of (i) December 31, 2030 and (ii) the date on which the subsequent tranche vests and settles.
(3)    In connection with certain acquisitions which were completed during fiscal year 2024, the adjusted EBITDA goals were adjusted as required by the terms of the 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 six months ended June 30, 2025 and 2024 (number of units and aggregate intrinsic value in thousands):
Six Months Ended June 30,
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 
Granted44565.42 551263.77 
Released(328)282.89 (279)194.31 
Forfeited(54)433.93 (68)198.73 
Units outstanding, end of period1,346377.86 1,819 214.13 
Aggregate intrinsic value at period-end$1,114,570 $535,066 
Aggregate intrinsic value represents our closing stock price on the last trading day of the period, which was $827.94 per share, multiplied by the number of RSUs outstanding. As of June 30, 2025, there was $399.6 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 1.94 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 six months ended June 30, 2025 and 2024 (number of units and aggregate intrinsic value in thousands):
Six Months Ended June 30,
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 $261.18 394 $201.61 
Granted73 481.91 4,517 240.07 
Released(526)293.79 (11)149.49 
Forfeited(112)322.75 (168)255.47 
Units outstanding, end of period4,300 259.33 4,732 236.53 
Aggregate intrinsic value at period-end$3,559,942 $1,392,469 
Aggregate intrinsic value represents our closing stock price on the last trading day of the period, which was $827.94 per share, multiplied by the number of PSUs outstanding. As of June 30, 2025, there was $608.3 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 3.78 years. Shares underlying PSUs are generally released when vesting requirements are met.
Stock Option Activity
The following table summarizes stock option activity for the six months ended June 30, 2025 and 2024 (number of units and aggregate intrinsic value in thousands):
Six Months Ended June 30,
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$28.582.66531$28.583.7
Aggregate intrinsic value at period-end$16,731 $141,047 
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 June 30, 2025, which was $827.94 per share. There was no stock option activity during the six months ended June 30, 2025.
Stock-based Compensation Expense
The following table summarizes the composition of stock-based compensation expense for the three and six months ended June 30, 2025 and 2024 (in thousands):
Three Months Ended June 30,Six Months Ended June 30,
2025202420252024
Cost of product and service sales$12,561 $8,517 $25,448 $38,112 
Selling, general and administrative expenses72,187 38,633 143,534 61,788 
Research and development expenses54,496 27,671 110,501 50,036 
Total stock-based compensation expense$139,244 $74,821 $279,483 $149,936 
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 June 30, 2025.
At-The-Market Equity Offering
We participate in an “at-the-market” equity offering program (the “ATM”), pursuant to which we are authorized to sell up to a total of approximately 2.0 million shares of our common stock.
During the six months ended June 30, 2025, we sold 250,000 shares of our common stock under our ATM. We generated approximately $185.8 million in aggregate gross proceeds from sales under the ATM. We recorded aggregate net proceeds of $183.6 million in additional paid-in capital after deducting related expenses, including commissions to the sales agent and issuance costs of $2.2 million. As of June 30, 2025, $0.3 million of these costs were not yet paid.
As of June 30, 2025, there were approximately 1.7 million shares remaining. We utilized the net proceeds from this offering program to provide capital to satisfy a portion of the tax obligations related to the vesting and settlement of stock compensation awards granted to our employees under our stock plans.
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 June 30, 2025, $16.3 million remained available under the plan for future purchases.