What changed in this filing

/stocks — the workspaceLOADING

Item 5. Other Information

2026-04-29 compared with 2025-10-29 · 13 added, 27 removed, 25 unchanged (62% of the section changed)

Other Information

(a) Amended and Restated Organizational Regulations

On April 24, 2026, the Board of Directors (the “Board”) of Garmin Ltd.

adopted amended and restated Organizational Regulations, effective immediately.

The amended and restated Organizational Regulations replace the Company’s prior organizational regulations in their entirety.

Among other things, the amended and restated Organizational Regulations include updates to align with recent amendments to Swiss corporate law and to streamline governance provisions with respect to the Board and Executive Management.

The foregoing description is qualified in its entirety by reference to the amended and restated Organizational Regulations, a copy of which is attached hereto as Exhibit 3.2 and is incorporated herein by reference.

During the 13-week period ended September 27, 2025 , no directors or officers (as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934) of the Company adopted or terminated any “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K, except as follows:

• On August 1, 2025 , Patrick Desbois , Co-Chief Operating Officer , adopted a new written trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1 (c) under the Exchange Act for the potential sale of 100% of the net shares (net of tax withholding) resulting from the maximum potential equity awards vesting of 18,443 gross shares of our common shares during the plan period, subject to certain conditions.

The first trade date will not occur until December 15, 2025 at the earliest, and the plan's maximum duration is until March 4, 2026 .

During the 13-week period ended March 28, 2026 , no directors or officers (as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934) of the Company adopted or terminated any “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K, except as follows:

• On March 2, 2026 , Douglas Boessen , Chief Financial Officer and Treasurer , adopted a new written trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1 (c) under the Exchange Act for the potential sale of up to (i) 2,000 shares of our common shares, and (ii) 100% of the net shares (net of tax withholding) resulting from the maximum potential equity awards vesting of 9,624 gross shares of our common shares during the plan period, subject to certain conditions.

The first trade date will not occur until June 5, 2026 at the earliest, and the plan's maximum duration is until March 1, 2027 .

• On March 3, 2026 , Clifton Pemble , President and Chief Executive Officer , adopted a new written trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1 (c) under the Exchange Act for the potential sale of up to (i) 4,029 shares of our common shares, and (ii) 100% of the net shares (net of tax withholding) resulting from the maximum potential equity awards vesting of 47,305 gross shares of our common shares during the plan period, subject to certain conditions.

The first trade date will not occur until June 15, 2026 at the earliest, and the plan's maximum duration is until March 2, 2027 .

Articles of Association of Garmin Ltd., as amended and restated on June 6, 2025 (incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed on June 12, 2025).

Organizational Regulations of Garmin Ltd., as amended on October 25, 2019 (incorporated by reference to Exhibit 3.2 of the Registrant’s Amendment No.1 to Current Report on Form 8-K/A filed on November 21, 2019).

Exhibit 10.1*