What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-02-25 compared with 2025-04-25 · 304 added, 275 removed, 757 unchanged (43% of the section changed)

9 unchanged sentences

Earnings per Share

Equity Investments

Intangible Assets and Goodwill

Certain Balance Sheet Components

Reporting Segment and Geographic Information

Segment and Geographic Information

Commitments and Contingencies

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Property and equipment, net 182.8 188.4

Operating lease right-of-use assets 123.5 124.0

Goodwill 5,239.7 4,988.4

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Current liabilities:

Short-term debt $ — $ 530.4

Accounts payable $ 168.3 $ 161.6

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Deferred income tax liabilities 190.5 199.9

Operating lease liabilities 123.4 121.9

Other non-current liabilities 285.0 268.9

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Retained earnings 3,387.6 3,757.6

Accumulated other comprehensive loss ( 381.9 ) ( 152.1 )

Accumulated other comprehensive income (loss) 10.5 ( 381.9 )

Total stockholders' equity 5,836.2 5,745.3

21 unchanged sentences

Operating income 592.0 460.7 448.8

Non-operating income (expense), net:

Non-operating (expense) income, net:

Divestitures gain, net 3.0 1,687.9 9.2

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Other (loss) income, net ( 11.0 ) ( 3.9 ) 31.9

Total non-operating income (expense), net 1,545.2 ( 91.8 ) 58.2

Total non-operating (expense) income, net ( 82.6 ) 1,545.2 ( 91.8 )

Income before taxes 509.4 2,005.9 357.0

17 unchanged sentences

Comprehensive income $ 816.4 $ 1,274.6 $ 394.1

$ 1,274.6 $ 394.1 $ 376.5

See accompanying Notes to the Consolidated Financial Statements.

4 unchanged sentences

Comprehensive

Income (Loss)

Stockholders’

2 unchanged sentences

Balance at the end of 2022

246.9 $ 0.2 $ 2,054.9 $ 2,230.0 $ ( 234.9 ) $ 4,050.2

Net income — — — 311.3 — 311.3

Other comprehensive loss — — — — ( 73.2 ) ( 73.2 )

Other comprehensive income

— — — — 82.8 82.8

Issuance of common stock under employee plans, net of tax withholdings 2.0 — 31.6 ( 24.9 ) — 6.7

2 unchanged sentences

Balance at the end of 2023

246.5 $ 0.2 $ 2,214.6 $ 2,437.4 $ ( 152.1 ) $ 4,500.1

Net income — — — 1,504.4 — 1,504.4

Other comprehensive income — — — — 82.8 82.8

Other comprehensive loss

— — — — ( 229.8 ) ( 229.8 )

Issuance of common stock under employee plans, net of tax withholdings 2.2 — 28.6 ( 35.1 ) — ( 6.5 )

2 unchanged sentences

Balance at the end of 2024

245.8 $ 0.2 $ 2,369.4 $ 3,757.6 $ ( 381.9 ) $ 5,745.3

Net income — — — 424.0 — 424.0

Other comprehensive loss

Other comprehensive income

— — — — 392.4 392.4

28 unchanged sentences

Cash flow from investing activities:

Proceeds from divestitures 1,923.4 17.0 215.4

Divestitures of businesses, net of cash divested ( 4.4 ) 1,923.4 17.0

Acquisitions of businesses, net of cash acquired ( 4.4 ) ( 22.0 ) ( 2,088.9 )

1 unchanged sentence

Other, net ( 2.9 ) ( 6.7 ) 45.8

Net cash provided by (used in) investing activities 1,861.1 ( 2,068.1 ) ( 226.3 )

Net cash (used in) provided by investing activities ( 37.0 ) 1,861.1 ( 2,068.1 )

Cash flow from financing activities:

6 unchanged sentences

Effect of exchange rate changes on cash and cash equivalents 24.8 ( 19.4 ) 7.4

Net increase (decrease) in cash and cash equivalents 508.9 ( 32.1 ) ( 54.7 )

Net (decrease) increase in cash and cash equivalents ( 494.4 ) 508.9 ( 32.1 )

Cash and cash equivalents - beginning of period (1)

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DESCRIPTION OF BUSINESS AND ACCOUNTING POLICIES

(“we” or “our” or “us”) is incorporated in the State of Delaware since October 2016.

We are a leading provider of technology solutions that enable professionals and field mobile workers to improve or transform their work processes.

We focus on transforming the way the world works by delivering products and services that connect the physical and digital worlds.

(“we” or “our” or “us”) has been incorporated in the State of Delaware since October 2016.

Trimble is a leading technology solutions and platform provider, enabling office professionals and field workers to connect their workflows and industry lifecycles, driving a more productive, efficient, and sustainable future.

With a focus on the industries that build, maintain, and move the world, the comprehensive depth and breadth of our solutions are transforming the way the world works, making it easier for Trimble customers to focus on what matters—getting the job done right.

Our representative customers include asset owners;

general and specialty contractors;

architects, engineers and designers;

energy and utility companies;

transportation shippers and carriers, as well as state, federal, and municipal governments.

We generate revenue primarily through the sale of our hardware, software, subscriptions, maintenance and support, and professional services.

Basis of Presentation

These Consolidated Financial Statements include our results of our consolidated subsidiaries.

These Consolidated Financial Statements include the results of our consolidated subsidiaries.

Intercompany accounts and transactions have been eliminated.

We use a 52–53 week fiscal year ending on the Friday nearest to December 31.

2024 was a 53 -week year and 2023 and 2022 were 52 -week years ending on January 3, 2025, December 29, 2023, and December 30, 2022.

We use a 52 to 53-week fiscal year ending on the Friday nearest to December 31.

2025 and 2023 were 52 -week years that ended on January 2, 2026 and December 29, 2023, and 2024 was a 53 -week year that ended on January 3, 2025.

Unless otherwise stated, all dates refer to our fiscal year and fiscal periods.

2 unchanged sentences

GAAP requires us to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes.

Estimates and assumptions are used for (i) revenue recognition, including determining the nature and timing of satisfaction of performance obligations and determining standalone selling price of performance obligations;

(ii) inventory valuation;

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Reportable Segments

As a result of the Ag divestiture and our Chief Operating Decision Maker’s (“CODM”) revised organizational structure, effective in the first quarter of 2024, we reorganized our businesses under a new segment structure.

This structure brings similar businesses together, which is expected to enhance our ability to achieve scale and growth consistent with our strategy.

We report our financial performance, including revenue and operating income, based on three updated segments:

(i) Architects, Engineers, Construction and Owners (“AECO”), (ii) Field Systems, and (iii) Transportation and Logistics(“T&L”).

Prior years’ information have been adjusted to reflect the change in segment reporting.

We report our financial performance, including revenue and operating income, based on three segments:

(i) Architects, Engineers, Construction and Owners, (ii) Field Systems, and (iii) Transportation and Logistics.

Our CODM views and evaluates operations based on the results of our reportable operating segments under our management reporting system.

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however, determining whether products or services are considered distinct performance obligations that should be accounted for separately versus together may sometimes require significant judgment.

Judgment is required to determine SSP for each performance obligation.

Judgment is required to determine SSP for each promised good or service .

We use a range of amounts to estimate SSP and determine whether there is a discount to be allocated based on the relative SSP of the various products and services.

3 unchanged sentences

Nature of Goods and Services

We generate revenue primarily from products and services and subscriptions;

We generate revenue primarily from products and subscriptions and services;

each of which is a distinct performance obligation.

1 unchanged sentence

Product revenue includes hardware and perpetual software licenses.

Hardwar e is recognized when the control of the product transfers to the customer, which is generally when the product is shipped.

We recognize shipping fees reimbursed by customers as revenue and the cost for shipping as an expense in Cost of sales when control over products has transferred to the customer.

Hardwar e is recognized when the control of the product transfers to the customer, which generally occurs when the product is shipped.

We recognize shipping fees reimbursed by customers as revenue and the cost for shipping as an expense in Cost of sales when control of the products has transferred to the customer.

Software including perpetual licenses is recognized upon delivery and commencement of the license term.

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Subscription terms generally range from month-to-month to one to three years .

Subscription revenue is recognized monthly over the subscription term, commencing from activation.

SaaS subscription revenue is recognized monthly over the subscription term, commencing from activation.

Revenue related to SaaS on a consumption basis is recognized when the customer utilizes the service based on the quantity of the services consumed.

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Amortization expense related to deferred costs to obtain customer contracts was $ 60.1 million, $ 55.2 million, and $ 39.5 million for 2025, 2024, and 2023.

This expense is included in Sales and marketing expense in our Consolidated Statements of Income.

This expense is included in Sales and marketing expenses in our Consolidated Statements of Income.

Accounts Receivable, Net

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Both billed and unbilled amounts due are stated at their net estimated realizable value.

Index to Financial Statements

We maintain an allowance for credit losses to provide for the estimated amount of receivables that will not be collected.

Each reporting period, we evaluate the collectability of our trade accounts receivable based on a number of factors, such as age of the accounts receivable balances, credit quality, historical experience, and current and future economic conditions that may affect a customer’s ability to pay.

Each reporting period, we evaluate the collectability of our trade accounts receivable based on a number of factors, such as age of the

Index to Financial Statements

accounts receivable balances, credit quality, historical experience, and current and future economic conditions that may affect a customer’s ability to pay.

At the end of 2025 and 2024, the allowances for credit losses were immaterial.

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Cloud Computing Arrangements

Costs incurred for certain cloud-based software hosting arrangements are capitalized for application development activities, and for preliminary project and post-implementation activities.

Costs incurred for certain cloud-based software hosting arrangements are capitalized for application development activities, and expensed for preliminary project and post-implementation activities.

Our capitalized development costs are amortized using the straight-line method over the remaining non-cancellable term of the associated hosting arrangement plus any reasonably certain renewal periods.

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We determine if an arrangement is a lease at inception.

Operating leases with lease terms greater than one year are included in Operating lease right-of-use (“ROU”) assets, Other current liabilities, and Operating lease liabilities in our Consolidated Balance Sheets.

Operating leases with lease terms greater than one year result in the recognition of operating lease right-of-use (“ROU”) assets and lease liabilities.

ROU assets represent our right to use an underlying asset for the lease term, and lease liabilities represent our obligation to make lease payments arising from the lease.

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Qualitative factors include but are not limited to macroeconomic conditions, industry and market considerations, cost factors, overall financial performance, or other relevant company-specific events.

If it is determined more likely than not that the fair value of a goodwill reporting unit is less than its carrying amount,

Index to Financial Statements

we perform a quantitative analysis.

If it is determined more likely than not that the fair value of a goodwill reporting unit is less than its carrying amount, we perform a quantitative analysis.

Alternatively, we may bypass the qualitative assessment and perform a quantitative impairment test.

Index to Financial Statements

When performing a quantitative approach, we compare the reporting unit’s carrying amount, including goodwill, to the reporting unit’s fair value.

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We write off fully amortized intangible assets when those assets are no longer used.

We review intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of those assets may not be recoverable based on their future cash flows.

We review intangible assets for impairment whenev er events or changes in circumstances indicate that the carrying amount of those assets may not be recoverable based on their future cash flows.

The estimated future cash flows are primarily based upon assumptions about expected future operating performance .

2 unchanged sentences

These investments represent non-marketable securities and include joint operating ventures and strategic investments.

We use the equity method of accounting for investments in common stock holdings where we have significant influence, such as for our 15 % investment in PTx Trimble.

We use the equity method of accounting for investments in common stock holdings where we have significant influence.

Our proportionate share of income or loss for equity method investments is recorded in income (loss) from equity method investments, net.

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We enter into related party transactions with certain of our investees.

These transactions are recorded based on the nature of the arrangements and primarily include sales and purchases involving GNSS technology and guidance products, positioning services, grade control solutions, and surveying products.

Total related party revenue from our investees was $ 124.1 million, $ 108.8 million, and $ 87.7 million for 2025, 2024, and 2023.

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Income taxes are accounted for under the liability method, whereby deferred tax assets or liability account balances are calculated at the balance sheet date using current tax laws and rates in effect for the year in which the differences are expected to affect taxable income.

A valuation allowance is recorded to reduce the carrying amounts of deferred tax assets if it is more

Index to Financial Statements

likely than not that such assets will not be realized.

A valuation allowance is recorded to reduce the carrying amounts of deferred tax assets if it is more likely than not that such assets will not be realized.

Our valuation allowance is primarily attributable to state research and development credit carryforwards, foreign net operating and capital losses, and our investment in PTx Trimble.

Index to Financial Statements

Relative to uncertain tax positions, we only recognize a tax benefit if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position.

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and numerous other countries and are subject to routine corporate income tax audits in many of these jurisdictions.

We generally believe that positions taken on our tax returns are more likely than not to be sustained upon audit, but tax authorities in some circumstance have, and may in the future, successfully challenge these positions.

We generally believe that positions taken on our tax returns are more likely than not to be sustained upon audit, but tax authorities in some circumstances have, and may in the future, successfully challenge these positions.

Accordingly, our income tax provision includes amounts intended to satisfy assessments that may result from these challenges.

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Derivative Financial Instruments

We enter into foreign exchange forward contracts to minimize the short-term impact of foreign currency fluctuations on cash and certain trade and intercompany receivables and payables, primarily denominated in Euro, Canadian Dollars, New Zealand Dollars, British Pound, and Australian Dollars .

We enter into foreign exchange forward contracts to minimize the short-term impact of foreign currency fluctuations on cash and certain trade and intercompany receivables and payables, primarily denominated in Euro, New Zealand Dollars, Canadian Dollars, Brazilian Real, and Australian Dollars .

T hese contracts reduce the exposure to fluctuations in foreign currency exchange rate movements, as the gains and losses associated with foreign currency balances are generally offset with the gains and losses on the forward contracts.

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Recently Issued Accounting Pronouncements Not Yet Adopted

In November 2024, the FASB issued Accounting Standards Update (“ASU”) 2024-03, Income Statement - Reporting Comprehensive Income (Topic 220):

In September 2025, the FASB issued Accounting Standards Update (“ASU ” ) 2025-06, Intangibles – Goodwill and Other – Internal-Use Software (Topic 350-40):

Targeted Improvements to the Accounting for Internal-Use Software.

The ASU removes references to software development stages and requires software costs to be capitalized when (i) management authorizes and commits to funding a software project, and (ii) the project is probable of completion.

The ASU is effective for interim and annual reports beginning in 2028, with early adoption permitted.

The ASU may be applied on a prospective, modified prospective, or retrospective basis.

We are currently evaluating the impact of adopting this ASU.

Index to Financial Statements

In July 2025, the FASB issued ASU 2025-05, Credit Losses (Topic 326):

Measurement of Credit Losses for Accounts Receivable and Contract Assets .

The ASU allows a practical expedient election to simplify the expected credit loss estimation for short-term accounts receivable and contract assets by assuming conditions as of the balance sheet date do not change for the remaining life of the asset.

The ASU is effective for interim and annual reports beginning in 2026 on a prospective basis, with early adoption permitted.

We do not expect material changes from adopting this ASU.

In November 2024, the FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income (Topic 220):

Disaggregation of Income Statement Expenses .

The ASU requires additional disclosures by disaggregating the costs and expense line items that are presented on the face of the income statement.

The ASU requires additional disclosures by disaggregating costs and expense line items that are presented on the face of the income statement.

The disaggregation includes:

1 unchanged sentence

(ii) an explanation of costs and expenses that are not disaggregated on a quantitative basis;

and (iii) the definition and

Index to Financial Statements

total amount of selling expenses.

The ASU is effective for our Annual Report on Form 10-K beginning in 2027 and subsequent interim reports.

Early adoption is permitted.

The ASU should be applied prospectively.

Retrospective application is permitted for all prior periods presented in the financial statements.

We are currently evaluating the impact of adopting this ASU on our financial reporting disclosures.

and (iii) the definition and total amount of selling expenses.

The ASU is effective for our annual report on Form 10-K beginning in 2027 and subsequent interim reporting periods, with early adoption permitted.

The ASU may be applied either prospectively or retrospectively.

We are currently evaluating the impact of adopting this ASU.

Recently Adopted Accounting Pronouncements

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures .

The ASU updates the annual income tax disclosures by requiring (i) specific categories and greater disaggregation of information in the rate reconciliation, (ii) income taxes paid disaggregated by taxing authority and jurisdiction, and (iii) disclosures of pretax income (or loss) and income tax expense (or benefit).

Additionally, certain existing disclosure requirements are removed.

The ASU is effective for our Annual Report on Form 10-K beginning in 2025 and is applied prospectively.

Early adoption and retrospective application are permitted.

We are currently evaluating the impact of adopting this ASU on our financial reporting disclosures.

Recently Adopted Accounting Pronouncements

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures .

The ASU updates reportable segment disclosure requirements primarily through (i) enhanced disclosures about significant segment expenses and (ii) optional disclosures of more than one measure of segment profit or loss if the CODM uses those measures to assess segment performance and allocate resources.

We adopted the ASU in the fourth quarter of 2024 retrospectively to all our prior periods presented since the beginning of 2022.

See Note 7 “Reporting Segment and Geographic Information” in Item 8 of this report for additional disclosure, including significant segment expenses.

The ASU updated the annual income tax disclosures by requiring (i) specific categories and greater disaggregation of information in the rate reconciliation;

(ii) income taxes paid disaggregated by taxing authority and jurisdiction;

and (iii) disclosures of pre-tax income (or loss) and income tax expense (or benefit).

We adopted the ASU in the fourth quarter of 2025 on a prospective basis.

See Note 14 “Income Taxes” in Item 8 of this report for additional disclosure.

EARNINGS PER SHARE

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(1) Antidilutive stock-based awards are excluded from the calculation of diluted shares and diluted earnings per share because their impact would increase diluted earnings per share.

There were no material acquisitions in 2025.

In 2024, we acquired one business, with total purchase consideration of $ 26.3 million.

In the aggregate, the businesses acquired contributed less than 1 % of our total revenue during 2024.

In 2023, we acquired Transporeon GmbH in an all-cash transaction.

Transporeon is a Germany-based company and leading cloud-based transportation management software platform that connects key stakeholders across the industry lifecycle to positively impact the optimization of global supply chains, which aligns with our Connect & Scale strategy.

Transporeon is reported as part of our T&L segment.

The total purchase consideration was € 1.9 billion or $ 2.1 billion, which included the repayment of outstanding Transporeon

Index to Financial Statements

debt of $ 339.6 million.

In the aggregate, the business acquired contributed less than 1 % of our total revenue during 2024.

In 2023, we acquired three businesses, including an all-cash acquisition for Transporeon GmbH.

The total purchase consideration for Transporeon was € 1.9 billion or $ 2.1 billion, which included the repayment of outstanding Transporeon debt of $ 339.6 million.

In allocating the purchase price, we recorded $ 1,390.1 million of goodwill, $ 939.8 million of identifiable intangible assets, $ 9.3 million of net tangible assets, and $ 256.6 million of deferred tax liability.

In addition to Transporeon, we acquired two businesses in 2023 with total purchase consideration of $ 47.0 million.

In the aggregate, the two businesses acquired contributed less than 1 % of our total revenue during 2023.

In 2022 , we acquired two businesses, with total purchase consideration of $ 379.5 million.

The largest acquisition was Bid2Win Software, LLC, a leading provider of estimating and operations solutions for the heavy civil construction industry.

In the aggregate, the businesses acquired contributed less than 1 % of our total revenue during 2023.

Acquisition costs of $ 9.1 million, $ 35.0 million , and $ 20.4 million in 2024, 2023, and 2022 , were expensed as incurred and are included in Cost of sales and General and administrative expenses in our Consolidated Statements of Income.

Pro Forma Financial Information

The unaudited pro forma financial information presented in the following table was determined by combining the historical financial information of Trimble and Transporeon along with the effects from business combination accounting and the associated debt resulting from this acquisition as if the companies were combined beginning in the first quarter of 2022.

This information is presented for informational purposes only, and it is not necessarily indicative of the operating results that would have occurred if the acquisition had been consummated as of that date.

This information should not be used as a predictive measure of our future financial position, results of operations, or liquidity.

(In millions)

Total revenue $ 3,839.2 $ 3,831.2

Net income 273.0 308.6

Mobility Divestiture

On September 14, 2024, we entered into a definitive agreement with Platform Science to sell our Mobility business.

Subsequent to the end of the year 2024, the transaction closed on February 8, 2025 resulting in our ownership , or rights to acquire ownership of 32.5 % of Platform Science’s expanded business, with an approximate fair value of $ 248.7 million.

The approximate fair value was determined based on unobservable inputs, including discounted cash flow projections, market comparables, and an option pricing model.

We received (i) shares of preferred stock of Platform Science, with certain liquidation preferences, that represent 28.5 % of Platform Science’s expanded business and (ii) warrants allowing us the rights to acquire 4 % of Platform Science’s expanded business.

The combined businesses aim to enhance driver experience, fleet safety, efficiency, and compliance by combining two cutting-edge in-cab commercial vehicle ecosystems, which will give customers access to more applications and offerings.

The assets and liabilities of Mobility were classified as held for sale beginning in the third quarter of 2024.

A valuation allowance was established to reduce the carrying value of the disposal group assets to the approximate fair value of the consideration we would receive.

As a result, we recorded a pre-tax loss of approximately $ 32.9 million included within Divestitures gain, net in our Consolidated Statements of Income in 2024.

Upon the closing of the transaction in the first quarter of 2025, we derecognized the assets and liabilities that were transferred and recorded our equity investment at its cost under the measurement alternative election.

Mobility was reported as a part of our T&L segment.

The remaining two business acquired in 2023 with total purchase consideration of $ 47.0 million contributed less than 1 % of our total revenue during 2023 in the aggregate.

Index to Financial Statements

The following table presents the major classes of assets and liabilities classified as held for sale at the end of 2024, including the valuation allowance.

At the End of Year

(In millions)

Cash and cash equivalents $ 9.0

Accounts receivable, net 87.6

Inventories, net 22.8

Other current assets 8.7

Goodwill 141.7

Other non-current assets 65.1

Valuation allowance

Total Assets held for sale

Accounts payable $ 8.0

Deferred revenue, current 22.8

Other current liabilities 20.3

Deferred revenue, non-current 5.2

Other non-current liabilities 6.3

Total Liabilities held for sale

Acquisition costs of $ 1.0 million, $ 9.1 million , and $ 35.0 million in 2025, 2024, and 2023 , were expensed as incurred and included in Cost of sales and General and administrative expenses in our Consolidated Statements of Income.

Mobility Divestiture

On February 8, 2025, we completed the sale of our Mobility business to Platform Science in exchange for equity ownership interests with a fair value of $ 253.9 million.

The fair value was based on unobservable inputs, including discounted cash flow projections, market comparables, and an option pricing model.

Following the closing of the transaction, we own, or have rights to acquire, 32.5 % of Platform Science’s expanded business comprised of (i) shares of preferred stock, with certain liquidation preferences, that represent 28.5 % ownership, and (ii) common stock warrants allowing us the rights to acquire 4 % of additional ownership.

Upon closing the transaction, we deconsolidated $ 277.3 million of net assets, including $ 145.3 million of goodwill, and we recorded our equity investment at its fair value under the measurement alternative election, which represents a non-cash investing activity.

As a result, we recognized a cumulative, pre-tax loss of $ 30.6 million from the held for sale date, of which $ 32.9 million was recognized in 2024.

Mobility was reported as a part of our Transportation and Logistics (“T&L”) segment.

The combined business aims to enhance driver experience, fleet safety, efficiency, and compliance by combining two cutting-edge in-cab commercial vehicle ecosystems.

Ag Divestiture

On September 28, 2023, we executed a Sale and Contribution Agreement with AGCO that provided for the formation of a joint venture, called PTx Trimble, that operates in the mixed fleet precision agriculture market.

The agreement was amended and restated on March 31, 2024, and the transaction closed on April 1, 2024.

Under the terms of the agreement, we contributed our Ag business, excluding certain GNSS and guidance technologies, to PTx Trimble, an LLC.

Following the closing of the transaction, we own 15 % and AGCO owns 85 % of PTx Trimble.

The agreement provides AGCO with a call option and Trimble with a put option with respect to our retained interest in PTx Trimble.

On April 1, 2024, we completed the sale and contribution of our Ag business to AGCO in exchange for $ 1.9 billion of cash proceeds and an equity ownership interest in PTx Trimble, a joint venture (the “JV”) that was formed by Trimble and AGCO, with a fair value of $ 275.6 million.

The fair value was based on a combination of the equity value, primarily the transaction price, and an option pricing model for a put and call option.

Following the closing of the transaction, we own 15 % of PTx Trimble.

Upon closing the transaction, we deconsolidated $ 457.3 million of net assets, including $ 357.4 million of goodwill, and we recorded our equity investment at its fair value under the equity method of accounting, which represents a non-cash investing activity.

As a result, we recognized a pre-tax gain of $ 1.7 billion in the second quarter of 2024, which included the gain for our retained 15 % ownership interest in the JV.

The sale and contribution of the Ag business excluded certain GNSS and guidance technologies.

Ag was reported as a part of our Field Systems segment.

Upon closing of the transaction in the second quarter of 2024, we received $ 1.9 billion of cash proceeds from AGCO, subject to working capital adjustments.

As a result, we deconsolidated $ 457.3 million of net assets, including $ 357.4 million of goodwill, and recognized a pre-tax gain of $ 1.7 billion.

The gain included $ 275.6 million for our retained 15 % ownership interest in PTx Trimble, which is reported as an equity method investment and represents a non-cash investing activity.

The fair value of our equity method investment was determined by using a combination of the equity value, primarily based on the transaction price, and an option pricing model for a put and call option.

At the end of 2024, the fair value of our equity method investment was $ 222.3 million, which included a $ 52.7 million charge for our proportionate share of PTx Trimble’s goodwill impairment in the fourth quarter.

In addition to forming PTx Trimble, the parties concurrently entered into agreements that included the following:

• a seven-year renewable supply agreement (the “Supply Agreement”) through which we will provide key GNSS and guidance technologies to PTx Trimble for use in professional agriculture machines sold by AGCO, on an exclusive basis with limited exceptions;

• a technology transfer and license agreement to govern the licensing of certain non-divested intellectual property and technology for use by PTx Trimble in the agriculture field and, upon expiration of the Supply Agreement, to govern fixed and variable royalty payments made to us by PTx Trimble;

• a trademark license agreement to govern the licensing of certain Trimble trademarks for use by PTx Trimble in the agriculture field;

• a master sale and distribution agreement through which PTx Trimble will serve as our channel partner for positioning services in the agriculture market;

• a transition services agreement to provide contract manufacturing services for the divested products for two years following the closing of the transaction.

Index to Financial Statements

Other Divestitures

In addition to the Mobility divestiture and Ag divestiture, we divested two businesses in 2024 with total proceeds of $ 13.3 million.

In 2025, the Mobility divestiture was the only divested business.

In 2024, in addition to the Ag divestiture, we divested two businesses with total proceeds of $ 13.3 million.

In 2023, we divested five businesses with total proceeds of $ 18.7 million.

In 2022, we divested six businesses with total proceeds of $ 226.3 million.

The largest divestiture was the sale of Time and Frequency, LOADRITE, Spectra Precision Tools, and SECO accessories businesses to Precisional LLC, an affiliate of The Jordan Company, for $ 205.1 million in cash, which included a working capital adjustment.

EQUITY INVESTMENTS

The following table presents our equity investments in non-marketable securities:

At the End of Year

(In millions)

Equity method investments

$ 340.4 $ 334.6

Other investments

Total equity investments

$ 610.8 $ 361.0

Equity Method Investments

Equity method investments primarily represent joint operating ventures in privately-held companies with ownership rights varying from 5 % to 50 %.

The Company applies the equity method of accounting for these investments by recording our proportionate share of net earnings or losses of investees in non-operating (expense) income, net and by monitoring these investments for any impairments.

Of the total carrying amount of equity method investments, our 15 % investment in PTx Trimble was $ 216.8 million and $ 222.3 million at the end of 2025 and 2024.

Index to Financial Statements

Other Investments

Other investments are related to privately-held companies without readily determinable fair values, with our ownership rights varying from 1 % to 32.5 %.

The Company applies the measurement alternative for these investments, which requires measurement at initial cost, less any impairments, adjusted for observable price changes.

Adjustments are recorded in Other (loss) income, net, which were immaterial for the periods presented.

Of the total carrying amount of other investments, our 32.5 % investment in Platform Science was $ 253.9 million at the end of 2025.

INTANGIBLE ASSETS AND GOODWILL

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$ 1,986.1 $ 958.2 $ 2,044.1 $ 4,988.4

Additions due to acquisitions 16.2 — — 16.2

Assets held for sale — — ( 141.7 ) ( 141.7 )

Decreases due to divestitures

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Total inventories $ 186.3 $ 194.3

Finished goods includes $ 6.8 million and $ 11.3 million at the end of 2024 and 2023 for costs of sales that have been deferred in connection with deferred revenue arrangements.

The components of property and equipment, net were as follows:

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Amount Accumulated

Depreciation Net Carrying

Amount Gross Carrying

Amount Accumulated

Depreciation Net Carrying

Property and equipment:

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Machinery and equipment 157.9 ( 129.9 ) 28.0 147.0 ( 121.8 ) 25.2

Software 128.4 ( 118.6 ) 9.8 131.6 ( 117.7 ) 13.9

130.0 ( 123.7 ) 6.3 128.4 ( 118.6 ) 9.8

Construction in progress 13.4 — 13.4 13.3 — 13.3

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Depreciation expense was $ 27.8 million, $ 33.0 million, and $ 38.3 million for 2025, 2024, and 2023.

The components of accumulated other comprehensive loss, net of related tax were as follows:

The components of accumulated other comprehensive income (loss), net of related tax were as follows:

At the End of Year 2025 2024

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Gain on cash flow hedge 3.6 4.1

Net unrealized actuarial (losses) gains

Total accumulated other comprehensive loss $ ( 381.9 ) $ ( 152.1 )

REPORTING SEGMENT AND GEOGRAPHIC INFORMATION

We determined our operating segments based on how our CODM (our Chief Executive Officer) views and evaluates operations.

Net unrealized actuarial losses ( 1.0 ) ( 0.8 )

Total accumulated other comprehensive income (loss)

$ 10.5 $ ( 381.9 )

SEGMENT AND GEOGRAPHIC INFORMATION

We determined our operating segments based on how our Chief Executive Officer, who is our CODM, views and evaluates operations.

Various factors, including market separation and customer-specific applications, go-to-market channels, and products and services, were considered in determining these operating segments.

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• Architects, Engineers, Construction and Owners (“AECO”) .

This segment primarily provides software solutions that sell primarily through a direct channel to customers in the construction industry.

This segment primarily serves organizations across architecture, engineering, construction, and asset ownership through a connected lifecycle solution.

Within this segment, our most substantial product portfolios are focused on architectural and interior design, structural and civil engineering, building and infrastructure construction, and the operations and maintenance of assets.

Products are sold through a multi-channel approach, including direct, indirect, and digital channels.

• Field Systems .

This segment primarily provides hardware and associated software solutions that sell primarily through dealer partner channels.

• Transportation and Logistics (“T&L”) .

This segment primarily provides solutions for customers working in long haul trucking and freight shipper markets.

This segment primarily serves customers working in surveying and mapping, civil construction, building construction field services, and positioning systems.

Within this segment, our most substantial product portfolios are hardware and software solutions focused on geospatial, civil engineering construction, and positioning services.

Products are sold and distributed primarily through a global network of independent distribution partners.

Index to Financial Statements

The following reporting segment tables reflect the revenue, costs and expenses, and operating income of our reportable operating segments under our management reporting system.

• Transportation and Logistics (“T&L”) .

This segment provides a suite of solutions for shippers, carriers, retailers, and intermediaries globally.

Within this segment, our solutions are designed to create a connected supply chain by integrating all forms of transportation, drivers, back-office management, and freight operations to build a safer, simpler, and more efficient global supply chain.

Products are sold directly to end users or through software integrations.

The following reportable segment tables reflect the revenue, costs and expenses, and operating income of our reportable operating segments under our management reporting system.

Segment costs and expenses include directly attributable costs and certain indirect costs allocated to segments, such as facilities, information technology, cloud services, finance, legal, and human resources.

This is consistent with the way the CODM evaluates each of the segment's performance and allocates resources.

Reporting Segments

This is consistent with the way the CODM evaluates each segment's performance and allocates resources.

Reportable Segments

Field Systems T&L

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Consolidated operating income 592.0 460.7 448.8

Total non-operating income (expense), net 1,545.2 ( 91.8 ) 58.2

Total non-operating (expense) income, net ( 82.6 ) 1,545.2 ( 91.8 )

Consolidated income before taxes $ 509.4 $ 2,005.9 $ 357.0

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The disaggregation of revenue by geography is summarized in the tables below.

Revenue is defined as revenue from external customers attributed to countries based on the location of the customer and is consistent with the Reporting Segment tables above.

Reporting Segments

Revenue is defined as revenue from external customers attributed to countries based on the location of the customer and is consistent with the Reportable Segment tables above.

Reportable Segments

AECO Field Systems T&L Total

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Total segment revenue $ 1,110.5 $ 1,967.9 $ 720.3 $ 3,798.7

Total revenue in the United States as included in the Consolidated Statements of Income wa s $ 1,911.2 million, $ 1,855.2 million, and $ 1,777.4 million in 2024, 2023, and 2022.

No single customer or country othe r than the United States accounted for 10% or more of our total revenue in 2024, 2023 , and 2022.

Total revenue in the United States as included in the Consolidated Statements of Income w as $ 1,905.8 million, $ 1,911.2 million, and $ 1,855.2 million in 2025, 2024, and 2023 .

No single customer or country other than the United States accounted for 10% or more of our total revenue in 2025, 2024, and 2023.

No single customer accounted for 10% or more of our accounts receivable at the end of 2025 and 2024.

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$ 328.4 $ 311.9

Index to Financial Statements

Debt consisted of the following:

Total outstanding debt consisted of the following:

At the End of Year Effective interest rate

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Senior Notes:

Senior Notes, 4.75 %, due December 2024

November 2014 $ — $ 400.0

Senior Notes, 4.90 %, due June 2028

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March 2023 6.13 % 800.0 800.0

Credit Facilities:

2022 Revolving Credit Facility, due March 2027 September 2022 — 150.0

Term Loan, due April 2026 April 2023 — 500.0

Term Loan, due April 2028 April 2023 — 500.0

Uncommitted Credit Facilities, floating rate — 130.4

Unamortized discount and issuance costs ( 7.8 ) ( 9.4 )

Total debt $ 1,392.2 $ 1,390.6

Short-term debt — 530.4

Long-term debt $ 1,390.6 $ 2,536.2

Debt Maturities

At the end of 2024, our debt maturities based on outstanding principal were as follows (in millions):

Thereafter 800.0

Total $ 1,400.0

Index to Financial Statements

All of our senior notes are unsecured obligations.

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For both the 2028 and 2033 senior notes, the interest rate is subject to adjustment from time to time if Moody’s or S&P (or, if applicable, a substitute rating agency) downgrades (or subsequently upgrades) its rating assigned to the notes.

Senior Notes are unsecured and rank equally in right of payment with all of our other senior unsecured indebtedness.

Our senior notes are unsecured and rank equally in right of payment with all of our other senior unsecured indebtedness.

We may redeem the notes of each series of senior notes at our option in whole or in part at any time at optional redemption prices.

Such indenture also contains covenants limiting our ability to create certain liens, enter into sale and lease-back transactions, and consolidate or merge with or into, or convey, transfer, or lease all or substantially all of our properties and assets, each subject to certain exceptions.

No principal amounts are due prior to the maturity dates.

Our senior notes contain covenants limiting our ability to create certain liens, enter into sale and lease-back transactions, and consolidate or merge with or into, or convey, transfer, or lease all or substantially all of our properties and assets, in each case, subject to certain exceptions.

At the end of 2025, we were in compliance with these covenants.

Credit Facilities

2025 Credit Facility

In 2022, we entered into a five-year , unsecured, revolving credit facility in the aggregate principal amount of $ 1.25 billion.

Subject to approval, we may increase the commitments for revolving loans by an aggregate principal amount of up to $ 500.0 million.

The variable interest rate and commitment fees are based on our current long-term, senior unsecured debt ratings, our leverage ratio, and certain specified sustainability targets.

The 2022 credit facility contains customary covenants, including, among other requirements, limitations that restrict our and our subsidiaries’ ability to create liens and enter into sale and leaseback transactions, and restrictions on the ability of the subsidiaries to incur indebtedness.

The facility contains financial covenants that require the maintenance of maximum leverage

Index to Financial Statements

and minimum interest coverage ratios, as well as the timely delivery of quarterly financial reports and compliance certificates.

At the end of 2024, we were in compliance with our debt covenants under a waiver of the financial reporting covenants.

On December 4, 2025, we entered into a credit facility agreement with a group of lenders (the “2025 Credit Facility”), which replaced the prior 2022 Credit Facility maturing in March 2027.

The 2025 Credit Facility provides for a five-year , unsecured revolving credit facility in the aggregate principal amount of $ 1.25 billion, and permits us, subject to the satisfaction of certain conditions, to increase the commitments for revolving loans by an aggregate principal amount of up to $ 500.0 million.

The proceeds of the revolving loans may be used for working capital and general corporate purposes, including the financing of acquisitions.

We may borrow, repay, and reborrow funds under the revolving facility until its maturity on December 4, 2030.

Advances under the 2025 Credit Facility accrue interest at rates equal to, (a) in the case of U.S.

dollar borrowings, at our election, either (i) the alternate base rate plus a margin that ranges from 0.00 % to 0.750 %, or (ii) the adjusted term Secured Overnight Finance Rate (SOFR) plus a margin that ranges from 0.875 % to 1.750 %, or (b) in the case of foreign currency borrowings, the interest benchmark for the relevant currency specified in the credit agreement plus a margin that ranges from 0.875 % to 1.750 %.

We are obligated to pay an ongoing commitment fee on undrawn amounts at a rate of 0.075 % to 0.275 %.

The actual interest margin and the commitment fee are based on the lower of our credit rating or leverage ratio.

No amount was outstanding under the 2025 Credit Facility at the end of 2025 or the 2022 Credit Facility at the end of 2024.

The 2025 Credit Facility contains customary covenants, including, among other requirements, limitations that restrict our and our subsidiaries’ ability to create liens, and restrictions on the ability of our subsidiaries to incur indebtedness.

Further, the 2025 Credit Facility contains financial covenants that require the maintenance of maximum leverage ratios, as well as the timely delivery of quarterly financial reports and compliance certificates.

At the end of 2025, we were in compliance with our debt covenants for the 2025 Credit Facility.

Uncommitted Facilities

At the end of 2024, we had two $ 75.0 million and one € 100.0 million revolving credit facilities, which are uncommitted.

At the end of 2025, we had one $ 75.0 million and one € 100.0 million revolving credit facilities, which are uncommitted.

Generally, these variable-rate uncommitted facilities may be redeemed upon demand.

Borrowings under uncommitted facilities are classified as short-term debt in the Consolidated Balance Sheet.

Borrowings under uncommitted facilities are classified as short-term debt in the Consolidated Balance Sheets.

No amount was outstanding at the end of 2025 and 2024.

We have operating leases primarily for certain of our major facilities, including corporate offices, research and development facilities, and manufacturing facilities.

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Total lease expense $ 43.8 $ 46.4 $ 50.6

Index to Financial Statements

Supplemental cash flow information related to leases was as follows:

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(In millions)

Cash paid for liabilities included in the measurement of lease liabilities:

Operating cash flows from operating leases (1)

Cash paid for operating leases (1)

$ 29.1 $ 30.3 $ 31.0

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$ 39.2 $ 44.1 $ 47.0

(1) Excludes cash payments for short-term leases, which are not capitalized.

(1) Excludes cash payments for short-term leases that are not capitalized.

Supplemental balance sheet information related to leases was as follows:

At the End of Year 2024 2023

At the End of Year Classification

(In millions)

Operating lease right-of-use assets $ 123.5 $ 124.0

Operating lease right-of-use assets Other non-current assets $ 145.6 $ 123.5

Current operating lease liabilities

Other current liabilities $ 27.8 $ 21.2

Operating lease liabilities 123.4 121.9

Non-current operating liabilities

Other non-current liabilities 141.1 123.4

Total operating lease liabilities $ 168.9 $ 144.6

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Weighted-average remaining lease term 7 years 7 years

Index to Financial Statements

At the end of 2025, the maturities of lease liabilities were as follows:

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COMMITMENTS AND CONTINGENCIES

At the end of 2024, we had unconditional purchase obligations of approximately $ 470.7 million as compared to $ 618.9 million at the end of 2023.

These unconditional purchase obligations primarily represent (i) various non-cancellable agreements with certain service providers with minimum or fixed commitments, and (ii) open non-cancellable purchase orders for material purchases with our inventory vendors.

From time to time, we are involved in litigation arising in the ordinary course of our business.

There are no material legal proceedings, other than ordinary routine litigation incidental to the business, that we or any of our subsidiaries is a party, or that any of our or our subsidiaries’ property is subject.

At the end of 2025, we had non-cancellab le purchase commitments o f approximately $ 519.3 million as compared to $ 470.7 million at the end of 2024.

These non-cancellable purchase commitments primarily represent (i) various non-cancellable agreements with certain software and service providers with minimum or fixed commitments, and (ii) open non-cancellable purchase orders for purchases with our inventory vendors.

There are no material legal proceedings.

FAIR VALUE MEASUREMENTS

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The fair value was measured by using quoted prices in active markets.

Index to Financial Statements

Financial instruments not recorded at fair value on a recurring basis (debt) had an estimated fair value of $ 1.5 billion and $ 1.4 billion at the end of 2025 and 2024.

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Remaining Performance Obligations

At the end of 2024, approximately $ 1.7 billion of revenue is expected to be recognized from remaining performance obligations for which goods or services have not been delivered, primarily subscription, software, and software maintenance, and to a lesser extent, hardware and professional services contracts.

We expect to recognize $ 1.2 billion or 71 % of our remaining performance obligations as revenue during the next 12 months and the remainder thereafter.

The remaining performance obligations exclude $ 0.2 billion for the Mobility divestiture, which closed on February 8, 2025.

Index to Financial Statements

At the end of 2025, approximately $ 2.0 billion of revenue was expected to be recognized from remaining performance obligations for which goods or services have not been delivered, primarily subscription, software, and software maintenance, and to a lesser extent, hardware and professional services contracts.

We expect to recognize $ 1.4 billion, approximately 70 %, of our remaining performance obligations as revenue during the next 12 months and the remainder thereafter.

Income before taxes and the provision (benefit) for taxes consisted of the following:

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Deferred 3.9 2.1 ( 6.6 )

15.3 17.7 6.2

Current 68.8 364.8 80.4

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Effective tax rate 16.8 % 25.0 % 12.8 %

Index to Financial Statements

The table below provides the updated requirements of ASU 2023-09 for 2025.

See Note 1 “ Description Of Business And Accounting Policies ” for additional details on the adoption of ASU 2023-09.

The difference between the tax provision at the statutory federal income tax rate and the tax provision as a percentage of income before taxes (“effective tax rate”) was as follows:

2024 2023 2022

(In millions) Amount Percent

Federal statutory income tax rate $ 107.0 21.0 %

Domestic federal reconciling items

Cross-border taxes

Global intangible low-taxed income ( 12.4 ) ( 2.4 ) %

Other ( 4.5 ) ( 0.9 ) %

Tax credits ( 14.1 ) ( 2.8 ) %

Nontaxable and nondeductible items, net

Stock-based compensation 7.0 1.4 %

Other 0.4 0.1 %

Change in valuation allowances 0.5 0.1 %

Others ( 1.9 ) ( 0.4 ) %

Subtotal domestic federal reconciling items ( 25.0 ) ( 4.9 ) %

Domestic state and local income taxes, net of federal effect (1)

Foreign tax effects

Nondeductible foreign exchange loss 6.1 1.2 %

Other 1.9 0.4 %

Change in tax rate or law enacted in current period ( 11.0 ) ( 2.2 ) %

Intercompany intellectual property transfer ( 6.7 ) ( 1.3 ) %

Other ( 0.5 ) ( 0.1 ) %

Other foreign jurisdictions 6.1 1.2 %

Subtotal foreign tax effects ( 4.1 ) ( 0.8 ) %

Changes in unrecognized tax benefits ( 5.2 ) ( 1.0 ) %

Income tax provision and effective tax rate $ 85.4 16.8 %

(1) State taxes in Florida, Illinois, Michigan, Minnesota, Pennsylvania, and Texas made up the majority (greater than 50%) of the tax effect in this category.

Our effective income tax rates for 2025 and 2024 were 16.8 % and 25.0 %.

The decrease in the tax rate was primarily due to gains from the Ag divestiture in 2024.

Index to Financial Statements

In periods prior to the adoption of ASU 2023-09, the reconciliation of the federal statutory income tax rate to our effective tax rate for 2024 and 2023 was as follows:

Statutory federal income tax rate 21.0 % 21.0 %

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Tax on Ag divestiture

2.1 % — % — %

Other 1.4 % 1.4 %

Effective tax rate 25.0 % 12.8 %

The increase in 2024 tax rate was primarily due to gains from the Ag divestiture, which impacted the foreign and domestic items in the table above.

The following table presents the disclosure required by ASU 2023-09 regarding cash paid for income taxes in 2025.

In periods prior to the adoption of ASU 2023-09, total cash paid for income taxes was $ 228.1 million and $ 168.0 million in 2024 and 2023.

(In millions)

US Federal $ 10.2

Domestic state and local 10.4

Subtotal domestic state and local 20.6

Netherlands 289.3

Subtotal foreign 406.9

Total cash paid during the period for income taxes $ 427.5

The total tax payments made in Netherlands included $ 277.4 million of remaining tax payable related to the Ag divestiture transaction.

Index to Financial Statements

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Stock-based compensation

Intercompany prepayments

Global intangible low-taxed income 3.1 —

Other 68.7 74.6

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We have determined that it is more likely than not that a portion of the foreign losses will not be realized and, accordingly, a valuation allowance has been established for such amount.

We have California research and development credit carryforwards of approximately $ 35.2 million, which have an indefinite carryforward period.

federal research and development credit carryforwards of approximately $ 2.0 million, which will expire beginning 2042, and California research and development credit carryforwards of approximately $ 32.5 million, which have an indefinite carryforward period.

We believe that it is more likely than not that a significant portion of the California research and development credit carryforwards will not be realized and, accordingly, a valuation allowance has been established for such amount.

We have net deferred tax assets of $ 14.4 million relating to our investment in PTx Trimble.

We have net deferred tax assets of $ 17.3 million primarily relating to our investment in PTx Trimble.

We believe that it is more likely than not that a significant portion of the net deferred tax assets will not be realized and, accordingly, a valuation allowance has been established for such amount.

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income tax consequences.

We reinvested a large portion of our undistributed foreign earnings in acquisitions and other investments and intend to bring back a portion of foreign cash that was subject to the transition tax and the global intangible low-taxed income tax.

During 2024, we repatriated $ 232.7 million cash from foreign earnings to the U.S.

We reinvested a large portion of our undistributed foreign earnings in acquisitions and other investments and have continuously distributed foreign cash that was subject to the transition tax and the global intangible low-taxed income tax.

Index to Financial Statements

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Increase related to current year tax positions 12.4 11.3 12.4

(Decrease) increase related to prior years’ tax positions

Increase (decrease) related to prior years’ tax positions

0.9 ( 1.5 ) 7.6

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Total unrecognized tax benefits that, if recognized, would affect our effective tax rate were $ 40.0 million and $ 45.8 million at the end of 2025 and 2024.

The OBBBA, signed into law on July 4, 2025, includes changes to U.S.

federal tax regulations.

We have accounted for its tax implications during 2025 based on our current interpretation of the legislation, and the impact to our 2025 tax rate is immaterial.

We and our subsidiaries are subject to U.S.

federal, state, and foreign income taxes.

We are currently under a U.S.

federal income tax audit for our tax year 2021 and have not yet received any assessment.

Our tax years before 2021 are closed for U.S.

federal income tax audit purposes.

federal income tax years through 2021 are closed, including the 2021 audit which was concluded in the third quarter of 2025 without adjustment.

Our tax years are substantially closed for all state income taxes for audit purposes through 2015.

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We believe that our reserves are adequate to cover any potential assessments that may result from the examinations and negotiations.

Although the timing of the resolution and/or closure of audits is not certain, we do not believe that our gross unrecognized tax benefits would materially change in the next twelve months.

Our practice is to recognize interest and/or penalties related to income tax matters in income tax expense.

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The fair value at the grant date is determined by (a) the closing pr ice of our common stock for awards containing only service or both service and performance conditions, or (b) the Monte Carlo valuation model for awards containing both service and market conditions.

For PSUs, the number of shares received at vesting will range from 0 % to 220 % of the target grant amount based on either market conditions or performance conditions or, in some cases, both.

For PSUs, the number of shares received at vesting will range from 0 % to 220 %, and for certain PSUs, 300 % of the target grant amount based on either market conditions or performance conditions or, in some cases, both conditions.

Market conditions consider our relative total stockholder return (“TSR”) of our common stock as compared to the TSR of the constituents of the S&P 500 over the vesting period.

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COMMON STOCK REPURCHASE

On January 28, 2024, our Board of Directors approved a new stock repurchase program (the “2024 Stock Repurchase Program”) authorizing up to $ 800.0 million in repurchases of our common stock.

The 2024 Stock Repurchase Program replaced the prior stock repurchase program, which was approved in August 2021 and has been cancelled.

In the first quarter of 2025, the Board of Directors approved the February 2025 Program of up to $ 1.0 billion in repurchases of the Company’s common stock, which replaced and cancelled the prior 2024 stock repurchase program approved in January 2024.

On December 3, 2025, the Board of Directors approved a new stock repurchase program for up to $ 1.0 billion in repurchases of the Company’s common stock.

The December 2025 Program does not have an expiration date and replaces the February 2025 program, of which $ 199 million was remaining but is now cancelled.

Under the December 2025 Program, we may repurchase stock from time to time through accelerated stock repurchase programs, open market transactions, privately negotiated transactions, block purchases, tender offers, or other means.

The timing and amount of any stock repurchased will depend on a variety of factors, including market conditions, our stock price, other available uses of capital, applicable legal requirements, and other factors.

This program may be suspended, modified, or discontinued at any time without prior notice.

The stock repurchase authorization does not have an expiration date.

At the end of 2025 , there were remaining authorized funds of $ 925.1 million.

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The excess of the purchase price over this average for each repurchase was charged to retained earnings.

Common stock repurchases under the program were recorded based upon the trade date for accounting purposes.

Stock repurchases were recorded based upon the trade date.

As a result of the 2025 repurchases under the 2025 Stock Repurchase Program, retained earnings was reduced by $ 755.1 million in 2025 .

Subsequent to the end of the year 2024, the Board of Directors authorized a common stock repurchase authorization of up to $ 1.0 billion, which replaces the existing 2024 Stock Repurchase Program in the first quarter of 2025.

We may repurchase stock from time to time through accelerated stock repurchase programs, open market transactions, privately negotiated transactions, block purchases, tender offers, or other means.

The timing and actual number of any stock repurchased will depend on a variety of factors, including market conditions, our stock price, other available uses of capital, applicable legal requirements, and other factors.

This program may be suspended, modified, or discontinued at any time without prior notice.

Index to Financial Statements

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To the Stockholders and the Board of Directors of Trimble Inc.:

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Trimble Inc.

(the Company) as of January 3, 2025 and December 29, 2023, the related consolidated statements of income, comprehensive income, stockholders’ equity and cash flows for each of the three years in the period ended January 3, 2025, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at January 3, 2025 and December 29, 2023, and the results of its operations and its cash flows for each of the three years in the period ended January 3, 2025, in conformity with U.S.

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheet of Trimble Inc.

and subsidiaries (the Company) as of January 2, 2026, the related consolidated statements of income, comprehensive income, stockholders’ equity, and cash flows for the year then ended January 2, 2026, and the related notes (collectively, the consolidated financial statements).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of January 2, 2026, and the results of its operations and its cash flows for the year then ended January 2, 2026, in conformity with U.S.

generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of January 3, 2025, based on criteria established in Internal Control–Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated April 25, 2025 expressed an adverse opinion thereon.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of January 2, 2026, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 25, 2026 expressed an adverse opinion on the effectiveness of the Company’s internal control over financial reporting.

Basis for Opinion

These financial statements are the responsibility of the Company's management.

Our responsibility is to express an opinion on the Company’s financial statements based on our audits.

These consolidated financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on these consolidated financial statements based on our audit.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments.

The communication of the critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Revenue Recognition – Stand-alone Selling Prices of Performance Obligations

Description of the Matter As described in Note 1 to the consolidated financial statements, the Company’s contracts with customers require management to make estimates and assumptions used in revenue recognition, including determining standalone selling prices of performance obligations (“SSP”).

Auditing management’s determination of SSP was challenging and complex due to the disaggregation of the Company’s businesses and product offerings, including disparity in pricing and discounting among the various businesses.

Because of the disaggregation and variation in pricing and discounting, the Company must apply judgment and consider all reasonably available information, including but not limited to, pricing practices in customer contracts with multiple goods and services and other observable inputs when estimating SSP.

Additionally, auditing management’s estimates of SSP was complex as there were material weaknesses in internal controls over the information and judgments used in the estimation of SSP.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that our audit provides a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that:

(1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Evaluation of standalone selling prices of performance obligations

As discussed in Note 1 to the consolidated financial statements, the Company’s contracts with customers often include multiple performance obligations that are generally capable of being distinct and accounted for as separate performance obligations.

For the year ended January 2, 2026, the Company recorded total revenue of $3,587.3 million.

We identified the evaluation of estimated standalone selling prices (SSP) for certain performance obligations as a critical audit matter.

Subjective auditor judgment was required to evaluate the relevance and reliability of the underlying data used in the estimate and its impact to the allocation of the transaction price across each performance obligation on a contractual basis, due to the disaggregation of the Company’s businesses and product offerings, including variability in pricing and discounting among the businesses.

The following are the primary procedures we performed to address this critical audit matter:

• for a sample of underlying inputs utilized in the determination of SSP, we tested certain data elements by comparing the information to underlying documentation, including invoices, shipping documents, pricing support, and evidence of entitlement to evaluate their relevance and reliability

• inspected the Company’s annual standalone selling prices analysis and recalculated certain selections of the Company’s analysis

• for a sample of performance obligations, we (i) tested certain data elements by comparing the information to underlying documentation, including invoices, purchase orders, contracts with customer, pricing support, and evidence of

Index to Financial Statements

How We Addressed the Matter in Our Audit After consideration of the material weaknesses, our audit procedures included, among others, testing a sample of the Company’s estimated standalone selling prices for performance obligations throughout the Company’s disaggregated businesses and product and service offerings.

For the sample tested, we evaluated the appropriateness of the Company’s estimates based on the Company’s available pricing and discounting information throughout the disaggregated businesses and product and service offerings and we tested the completeness and accuracy of the data used in management’s SSP methodology, including determination of pricing and discounting practices within the various sales channels.

For the sample tested, we also evaluated the Company’s identification and consideration of available information and the use of such information in determining SSP and we tested the accuracy of the Company’s calculations of SSP.

In addition, for a sample of transactions, we tested the Company’s allocation of the transaction price among performance obligations based on relative SSP.

Divestitures – Goodwill allocation and underlying fair value assumptions

Description of the Matter During fiscal year 2024, the Company completed the divestiture of a portion of their Ag business in exchange for $1.9 billion of cash proceeds and a 15% ownership interest in the newly created joint venture, PTx Trimble, and recognized a pre-tax gain of $1.7 billion.

The Company also entered into a definitive agreement to sell their Mobility business in exchange for an equity interest in Platform Science, Inc., and recorded a pre-tax loss of $32.9 million.

These transactions are disclosed in Note 4 to the consolidated financial statements.

Auditing the Company's accounting for these transactions was complex due to the significant estimation uncertainty in the Company’s determination of the fair value of the corresponding reporting units used to determine the value of goodwill to be allocated to the respective disposal groups, as well as the fair value of the equity interest to be received in exchange for the disposal group for the Mobility divestiture.

The significant estimation uncertainty was primarily due to the sensitivity of the respective fair values to the underlying assumptions regarding the future performance of the related businesses.

The Company used valuation methods including discounted cash flow models in the determination of fair value.

The significant assumptions used in the discounted cash flow model to estimate the fair values included certain assumptions that form the basis of the forecasted results, specifically, revenue, revenue growth rates, and discount rates.

These significant assumptions are forward looking and could be affected by future economic and market conditions.

How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s determination of the fair value of the goodwill to be allocated to the disposal group as well as the valuation of the equity interests to be received in exchange for the disposal group for the Mobility divestiture.

To test the estimated fair values of the reporting units and corresponding goodwill allocations as well as the fair value of the equity interest to be received in exchange for the disposal group for the Mobility divestiture, we performed audit procedures that included, among others, evaluating the Company's selection of the valuation methodology, evaluating the methods and significant assumptions used by the Company, and evaluating the completeness and accuracy of the underlying data supporting the significant assumptions and estimates.

For example, we compared the significant assumptions to current industry, market and economic trends and to the Company's budgets and forecasts, and historical operating results.

We involved our valuation specialists to assist with our evaluation of the methodologies used by the Company and significant assumptions included in the fair value estimates.

Our procedures also included, among others, developing a range of independent estimates for the discount rates used in the valuation models and comparing those to the discount rates used by management.

/s/ Ernst & Young LLP

and (ii) evaluated that each sampled item utilized the appropriate standalone selling price in the allocation of the transaction price over the performance obligations.

We have served as the Company’s auditor since 2025.

San Jose, California

April 25, 2025

Denver, Colorado

February 25, 2026

Index to Financial Statements

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Opinion on Internal Control Over Financial Reporting

We have audited Trimble Inc.’s internal control over financial reporting as of January 3, 2025, based on criteria established in Internal Control–Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, because of the effect of the material weaknesses described below on the achievement of the objectives of the control criteria, Trimble Inc.

(the Company) has not maintained effective internal control over financial reporting as of January 3, 2025, based on the COSO criteria.

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis.

The following material weaknesses have been identified and included in management’s assessment.

Management has identified material weaknesses in certain information technology controls related to certain systems that support the Company’s financial reporting processes.

Management has also identified material weaknesses related to review controls and controls over the completeness and accuracy of information utilized in the performance of controls, which affected the Company’s controls over revenue and related accounts, income taxes, excess and obsolete inventory, and other controls as part of the Company’s reporting and disclosure process.

Additionally, management identified a material weakness in controls over the evaluation of standalone selling prices of performance obligations utilized in the Company’s accounting for revenue.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of January 3, 2025 and December 29, 2023, the related consolidated statements of income, comprehensive income, stockholders’ equity, and cash flows for each of the three years in the period ended January 3, 2025, and the related notes.

These material weaknesses were considered in determining the nature, timing, and extent of audit tests applied in our audit of the 2024 consolidated financial statements, and this report does not affect our report dated April 25, 2025, which expressed an unqualified opinion thereon.

We have audited Trimble Inc.

and subsidiaries' (the Company) internal control over financial reporting as of January 2, 2026, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

In our opinion, because of the effect of the material weaknesses, described below, on the achievement of the objectives of the control criteria, the Company has not maintained effective internal control over financial reporting as of January 2, 2026, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheet of the Company as of January 2, 2026, the related consolidated statements of income, comprehensive income, stockholders’ equity and cash flows for the year then ended January 2, 2026, and the related notes (collectively, the consolidated financial statements), and our report dated February 25, 2026 expressed an unqualified opinion on those consolidated financial statements.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis.

The material weaknesses described below have been identified and included in management’s assessment.

• The Company did not establish effective information technology general controls ("ITGCs") that support the consistent operation of the Company's IT systems.

Consequently, certain automated process-level controls and manual controls dependent upon information derived from those IT systems were ineffective.

• The Company did not effectively design, implement and operate process-level control activities related to revenue and related accounts, income taxes, and other financial reporting processes.

Specifically, the Company did not effectively design, implement and/or operate process-level manual review controls and controls over the completeness and accuracy of information produced by the Company utilized in the performance of controls, including the retention of relevant evidence to support the design and operating effectiveness of the controls.

The material weaknesses were considered in determining the nature, timing, and extent of audit tests applied in our audit of the 2025 consolidated financial statements, and this report does not affect our report on those consolidated financial statements.

Basis for Opinion

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Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances.

Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.

Our audit also included performing such other procedures as we considered necessary in the circumstances.

We believe that our audit provides a reasonable basis for our opinion.

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and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Index to Financial Statements

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Denver, Colorado

February 25, 2026

Index to Financial Statements

Report of Independent Registered Public Accounting Firm

To the Stockholders and the Board of Directors of Trimble Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheet of Trimble Inc.

(the Company) as of January 3, 2025, the related consolidated statements of income, comprehensive income, stockholders’ equity and cash flows for each of the two years in the period ended January 3, 2025, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at January 3, 2025, and the results of its operations and its cash flows for each of the two years in the period ended January 3, 2025, in conformity with U.S.