XML 36 R23.htm IDEA: XBRL DOCUMENT
v3.25.1

Stockholders' Equity | 12 Months Ended
--- | ---
Dec. 31, 2024
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. 2018 CEO Performance Award As of December 31, 2024, no unrecognized stock-based compensation expense remained under the 2018 CEO Performance Award. Furthermore, no performance-based stock options were awarded during the years ended December 31, 2024, 2023 or 2022. 2024 Employee XSP and 2024 CEO Performance Award The 2024 Employee XSP includes an approved pool of 4.5 million shares of common stock reserved for grants of XSUs to employees. A total of approximately 4.1 million XSUs were granted in the year ended December 31, 2024. 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:
|  | Operational Goals(1) (in millions) |  | Stock Price Goal |  |  | Minimum Service Requirement |  |
Tranche |  | Revenue |  | Adj. EBITDA(2) |  |  |  | Employee XSP |  | CEO Award |  | Goal Expiration
1 |  | $1,834 | or | $382 | and | $247.40 | and |  | June 2025 |  | December 2028 |  | December 31, 2026
2 |  | 2,293 | or | 497 | and | 309.25 | and |  | December 2025 |  | December 2028 |  | December 31, 2027
3 |  | 2,866 | or | 644 | and | 386.56 | and |  | June 2026 |  | December 2029 |  | December 31, 2028
4 |  | 3,583 | or | 834 | and | 483.20 | and |  | December 2026 |  | December 2029 |  | December 31, 2029
5 |  | 4,479 | or | 1,077 | and | 604.00 | and |  | June 2027 |  | December 2030 |  | December 31, 2030
6 |  | 5,599 | or | 1,389 | and | 755.00 | and |  | December 2027 |  | December 2030 |  | December 31, 2031
7 |  | 6,999 | or | 1,739 | and | 943.75 | and |  | June 2028 |  | December 2030 |  | December 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 Additionally, 679,102 XSUs were granted to our CEO, Patrick W. Smith, pursuant to the terms of 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 described above, but Mr. Smith is subject to a longer minimum required service period. Restricted Stock Units The following table summarizes RSU activity for the years ended December 31 (number of units and aggregate intrinsic value in thousands):
| 2024 |  | 2023 |  | 2022
| Number of Units |  | Weighted Average Grant-Date Fair Value |  | Number of Units |  | Weighted Average Grant-Date Fair Value |  | Number of Units |  | Weighted Average Grant-Date Fair Value
Units outstanding, beginning of year | 1,615 |  |  | $ | 193.09 |  |  | 1,565 |  |  | $ | 145.48 |  |  | 1,115 |  |  | $ | 133.40 |
Granted | 1,131 |  |  | 440.76 |  |  | 915 |  |  | 227.62 |  |  | 1,142 |  |  | 143.03 |
Released | (909) |  |  | 196.35 |  |  | (740) |  |  | 140.81 |  |  | (541) |  |  | 117.49 |
Forfeited | (153) |  |  | 208.12 |  |  | (125) |  |  | 157.95 |  |  | (151) |  |  | 138.99 |
Units outstanding, end of year | 1,684 |  | 356.31 |  |  | 1,615 |  | 193.09 |  |  | 1,565 |  | 145.48 |
Aggregate intrinsic value at year end | $ | 1,000,769 |  |  |  |  |  |  |  |  |  |  |
Aggregate intrinsic value represents our closing stock price on the last trading day of the period, which was $594.32 per share, multiplied by the number of RSUs outstanding. The fair value as of the respective vesting dates of RSUs that vested during the year was $426.3 million, $161.7 million, and $84.9 million for the years ended December 31, 2024, 2023 and 2022, respectively. As of December 31, 2024, we had $530.4 million of total unrecognized stock-based compensation expense 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 2.31 years. Shares underlying RSUs are generally released when vesting requirements are met. Certain RSUs that vested in the year ended December 31, 2024 were net-share settled, such that we withheld shares to cover the employees’ tax obligations for the applicable income and other employment taxes, and remitted the cash to the appropriate taxing authorities. Total shares withheld related to RSUs during 2024 were 122,020 and had a value of approximately $58.1 million on their respective vesting dates as determined by the closing stock price on such dates. Payments for the employees’ tax obligations are reflected as a financing activity within the consolidated statements of cash flows. We record a liability for the tax withholding to be paid by us as a reduction to additional paid-in capital. Performance Stock Units The following table summarizes PSU activity, inclusive of XSUs, for the years ended December 31 (number of units and aggregate intrinsic value in thousands):
| 2024 |  | 2023 |  | 2022
| Number of Units |  | Weighted Average Grant-Date Fair Value |  | Number of Units |  | Weighted Average Grant-Date Fair Value |  | Number of Units |  | Weighted Average Grant-Date Fair Value
Units outstanding, beginning of year | 394 |  |  | $ | 201.61 |  |  | 1,369 |  |  | $ | 43.43 |  |  | 1,499 |  |  | $ | 39.86 |
Granted | 4,888 |  |  | 263.13 |  |  | 319 |  |  | 218.04 |  |  | 158 |  |  | 106.57 |
Released | (23) |  |  | 140.90 |  |  | (1,238) |  |  | 37.98 |  |  | (78) |  |  | 107.58 |
Forfeited | (394) |  |  | 232.94 |  |  | (56) |  |  | 48.40 |  |  | (210) |  |  | 41.62 |
Units outstanding, end of year | 4,865 |  |  | 261.18 |  |  | 394 |  |  | 201.61 |  |  | 1,369 |  |  | 43.43 |
Aggregate intrinsic value at year end | $ | 2,891,142 |  |  |  |  |  |  |  |  |  |  |
Aggregate intrinsic value represents our closing stock price on the last trading day of the period, which was $594.32 per share, multiplied by the number of PSUs outstanding. The fair value as of the respective vesting dates of PSUs that vested during the year was $8.4 million, $256.5 million, and $10.2 million for the years ended December 31, 2024, 2023 and 2022, respectively. As of December 31, 2024, there was $756.2 million in total unrecognized stock-based compensation expense related to PSUs under our stock plans for shares that are expected to vest. We expect to recognize the cost related to the PSUs over a weighted average period of 4.24 years. Shares underlying PSUs are released when vesting requirements are met. Certain PSUs that vested in the year ended December 31, 2024 were net-share settled such that we withheld shares to cover the employees’ tax obligations for the applicable income and other employment taxes, and remitted the cash to the appropriate taxing authorities. Total shares withheld related to PSUs were approximately 370 and had a value of $0.1 million on their respective vesting dates as determined by the closing stock price on such dates. Payments for the employees’ tax obligations are reflected as a financing activity within the consolidated statements of cash flows. We record a liability for the tax withholding to be paid by us as a reduction to additional paid-in capital. Stock Option Activity The following table summarizes stock option activity for the years ended December 31 (number of options in thousands):
| 2024 |  | 2023 |  | 2022
| Number of Options |  | Weighted Average Exercise Price |  | Number of Options |  | Weighted Average Exercise Price |  | Number of Options |  | Weighted Average Exercise Price
Options outstanding, beginning of year | 531 |  |  | $ | 28.58 |  |  | 2,438 |  |  | $ | 28.58 |  |  | 2,438 |  |  | $ | 28.58 |
Granted | — |  |  | — |  | — |  |  |  |  | — |  |  | — |
Exercised | (510) |  |  | 28.58 |  |  | (1,907) |  |  | 28.58 |  |  | — |  |  | — |
Expired / terminated | — |  | — |  | — |  |  |  | — |  | — |
Options outstanding, end of year | 21 |  |  | 28.58 |  |  | 531 |  |  | 28.58 |  |  | 2,438 |  |  | 28.58 |
Options exercisable, end of year | 21 |  |  | 28.58 |  |  | 531 |  |  | 28.58 |  |  | 1,377 |  |  | 28.58 |
We did not grant any stock options in 2024, 2023 or 2022. The total intrinsic value of options exercised was $178.1 million and $323.0 million for the years ended December 31, 2024 and 2023, respectively; no options were exercised in the year ending December 31, 2022. The intrinsic value for options exercised was calculated as the difference between the exercise price of the underlying stock option awards and the market price of our common stock on the date of exercise. The following tab le summarizes information about stock options that were fully vested or expected to vest as of December 31, 2024 (number of options in thousands):
| Options Outstanding |  | Options Exercisable
Range of Exercise Price | Number of Options Outstanding |  | Weighted Average Exercise Price |  | Average Remaining Contractual Life (Years) |  | Weighted Number of Options Exercisable |  | Average Exercise Price |  | Average Remaining Contractual Life (Years)
$28.58 | 21 |  | $ | 28.58 |  |  | 3.15 |  | 21 |  | $ | 28.58 |  |  | 3.15
The aggregate intrinsic value of options exercisable at December 31, 2024 was $11.8 million. Aggregate intrinsic value represents the difference between the exercise price of the underlying stock option awards and the closing market price of our common stock of $594.32 on the last trading day for the period ending December 31, 2024. Stock-based Compensation Expense We account for stock-based compensation using the fair-value method. Reported stock-based compensation expense was classified as follows for the years ended December 31 (in thousands):
| 2024 |  | 2023 |  | 2022
Cost of product and service sales | $ | 60,089 |  |  | $ | 6,595 |  |  | $ | 4,607 |
Selling, general and administrative expenses | 190,561 |  |  | 58,533 |  |  | 51,301 |
Research and development expenses | 131,954 |  |  | 66,230 |  |  | 50,268 |
Total stock-based compensation expense | $ | 382,604 |  |  | $ | 131,358 |  |  | $ | 106,176 |
Income tax benefit | $ | 79,275 |  |  | $ | 13,509 |  |  | $ | 25,154 |
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 remaining available under our legacy stock incentive plans, there are 3.2 million shares available for grant as of December 31, 2024. 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 year ended December 31, 2024, no shares were sold under the ATM. During the year ended December 31, 2023, 467,594 shares of our common stock were sold under the ATM. We generated approximately $96.4 million in aggregate gross proceeds from these sales. Aggregate net proceeds were $94.7 million after deducting related expenses, including commissions to the sales agent and issuance costs of $1.7 million. During the year ended December 31, 2022, no shares were sold under the ATM. We intend to use the net proceeds from the ATM for general corporate purposes, which may include, among other things, providing capital to satisfy a portion of the tax obligations related to the vesting and settlement of stock compensation awards granted to our executive officers and other employees under our stock plans, to support our growth, and to acquire or invest in product lines, services, technologies or facilities. 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 December 31, 2024 and 2023, $16.3 million remained available under the plan for future purchases.

X
- References No definition available. + Details
Name: | us-gaap_EquityAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration

X
- Definition The entire disclosure for equity. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 13 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481112/505-10-50-13 Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 13 -Subparagraph (h) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481112/505-10-50-13 Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 14 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481112/505-10-50-14 Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 235 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147477968/946-235-50-2 Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 235 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (d) -Publisher FASB -URI https://asc.fasb.org/1943274/2147477968/946-235-50-2 Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 505 -Name Accounting Standards Codification -Section 50 -Paragraph 6 -Publisher FASB -URI https://asc.fasb.org/1943274/2147478448/946-505-50-6 Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 815 -SubTopic 40 -Name Accounting Standards Codification -Section 50 -Paragraph 6 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480237/815-40-50-6 Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.3-04) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480008/505-10-S99-1 Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Topic 235 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08(e)(1)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1 Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 505 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/505/tableOfContent Reference 11: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 13 -Publisher FASB -URI https://asc.fasb.org/1943274/2147481112/505-10-50-13 Reference 12: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 13 -Subparagraph (g) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481112/505-10-50-13 Reference 13: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 13 -Subparagraph (i) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481112/505-10-50-13 Reference 14: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 14 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481112/505-10-50-14 Reference 15: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 14 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481112/505-10-50-14 Reference 16: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 16 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481112/505-10-50-16 Reference 17: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 18 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481112/505-10-50-18 Reference 18: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 18 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481112/505-10-50-18 Reference 19: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 18 -Subparagraph (d) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481112/505-10-50-18 + Details
Name: | us-gaap_StockholdersEquityNoteDisclosureTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration