by reference, insofar as it relates to the unregistered sales of equity securities. The shares of Axon Stock will be issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”) and Regulation D promulgated thereunder. Axon is relying, in part, upon representations from each of the Sellers and each tendering holder that, among other things, it is an “accredited investor” as defined in Rule 501(a) of Regulati…

in this report on Form 8-K is being furnished and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and such information shall not be deemed incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Entry into a Material Definitive Agreement. On November 5, 2026, Axon Enterprise, Inc. (“Axon”) announced an incremental minority investment of approximately $1.2 billion in Skydio, Inc., a Delaware corporation (“Skydio”, and such transaction, the “Skydio Investment”), which is expected to increase Axon’s ownership from approximately 15% as of September 30, 2026, to approximately 37% on a fully diluted basis after giving effect to the Skydio Investment. As further described below, the approxi…

Entry into a Material Definitive Agreement Indenture and Notes On September 18, 2026, Axon Enterprise, Inc. (the “Company”) issued and sold $1,150.0 million aggregate principal amount of its 0% Convertible Senior Notes due 2031 (the “Notes”), which amount includes $150.0 million aggregate principal amount of Notes sold pursuant to the Underwriters’ (as defined below) full exercise of their over-allotment option granted by the Underwriting Agreement described below. The Notes were issued pursu…

Creation of a Direct Financial Obligation or an Obligation under an Off Balance Sheet Arrangement of a Registrant. The information set forth in

Creation of a Direct Financial Obligation of a Registrant. The information set forth under

Entry into a Material Definitive Agreement. Credit Agreement Amendment On September 15, 2026, the Company entered into a second amendment (the “Second Amendment”) to its credit agreement, by and among the Company, as borrower, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent (the “Administrative Agent”), which amends the Credit Agreement, dated December 15, 2022, among the Company, as borrower, the Administrative Agent, J.P. Morgan Securities LLC, as sole bookr…

in this report on Form 8-K is being furnished and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and such information shall not be deemed incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Director — Vivek Mohindra and Eiso Kant: Two new directors were appointed to the Board of Directors.

in this report on Form 8-K is being furnished and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and such information shall not be deemed incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Director — Matthew McBrady: Mr. McBrady will not stand for re-election as a director at the Company’s 2026 Annual Meeting of Shareholders.

Director — Julie Anne Cullivan: Ms. Cullivan will not stand for re-election as a director at the Company’s 2026 Annual Meeting of Shareholders.

in this report on Form 8-K is being furnished and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and such information shall not be deemed incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Other Events Pursuant to a notice of redemption dated December 18, 2025, in respect of the 0.50% convertible senior notes due 2027 (the “Convertible Notes”) of Axon Enterprise, Inc. (the “Company”), the Company redeemed $840,000 aggregate principal amount of Convertible Notes on February 10, 2026, with cash, at a redemption price equal to 100% of the principal amount thereof, together with accrued and unpaid interest to, but excluding, February 10, 2026. Further, pursuant to the notice of red…

Other Events On December 18, 2025, Axon Enterprise, Inc. (the “Company”) delivered a notice of redemption in respect of the Company’s 0.50% convertible senior notes due 2027 (the “Notes”). Pursuant to the notice of redemption, the Company has elected to redeem all of the outstanding Notes on February 10, 2026 (the “Redemption Date”), at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, together with accrued and unpaid interest on the Notes redeemed to, but…

Other Events On December 18, 2025, Axon Enterprise, Inc. (the “Company”) delivered a notice of redemption in respect of the Company’s 0.50% convertible senior notes due 2027 (the “Notes”). Pursuant to the notice of redemption, the Company has elected to redeem all of the outstanding Notes on February 10, 2026 (the “Redemption Date”), at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, together with accrued and unpaid Interest on the Notes redeemed to, but…

by reference, insofar as it relates to the unregistered sales of equity securities.

Other Events On December 16, 2025, the Company closed the separate, privately negotiated exchange transactions referenced in the Original 8-K (collectively, the “Exchange Transactions”) with certain holders (the “Holders”) of its 0.50% Convertible Senior Notes due 2027 (the “Notes”), including an additional $19,000,000 aggregate principal amount of Notes exchanged pursuant to a separate, privately negotiated exchange agreement entered into with a Holder on December 15, 2025, subsequent to the…

by reference, insofar as it relates to the unregistered sales of equity securities.

Other Events On December 9, 2025, Axon Enterprise, Inc. (the “Company”) entered into separate, privately negotiated agreements (the “Exchange Agreements”) with certain holders (the “Holders”) of the Company’s 0.50% convertible senior notes due 2027 (the “Notes”). Pursuant to these Exchange Agreements, the Company and the Holders have agreed, subject to customary closing conditions, to exchange approximately $177.9 million aggregate principal amount of the Notes for exchange consideration cons…

in this report on Form 8-K is being furnished and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and such information shall not be deemed incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Director — Todd Morgenfeld: Todd Morgenfeld was appointed to the Board of Directors and serves on multiple committees.

in this report on Form 8-K is being furnished and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and such information shall not be deemed incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review On May 1, 2025, the Audit Committee (the “Audit Committee”) of the Board of Directors (the “Board”) of the Company, in consultation with management, concluded that the following previously issued consolidated financial statements of the Company (and related earnings releases, press releases, shareholder communications, investor presentations or other materials describing relevant porti…

in this report on Form 8-K is being furnished and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and such information shall not be deemed incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such a filing.