What changed in this filing

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Item 9A. Controls and Procedures

2026-02-25 compared with 2025-04-25 · 73 added, 59 removed, 150 unchanged (47% of the section changed)

4 unchanged sentences

Inherent Limitations on Effectiveness of Controls

Management does not expect that the internal control over financial reporting will prevent or detect all errors and all fraud.

A control system, no matter how well-designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met.

Management does not expect that internal control over financial reporting will prevent or detect all errors and all fraud.

A control system, no matter how well-designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system will be met.

The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

(b) Management’s Annual Report on Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f).

Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f).

The internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S.

Management conducted an evaluation of the effectiveness of the internal control over financial reporting based on the Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework).

Based on the assessment by management, it was determined that the Company’s internal control over financial reporting was not effective due to the material weaknesses described below.

• We did not design and maintain effective controls over certain information technology general controls (“ITGCs”) for certain business systems related to the Company’s financial reporting processes.

Specifically, the Company did not design sufficient controls to (i) manage user access to systems, (ii) ensure that program changes made to systems were authorized and approved, or (iii) identify and resolve system issues impacting the financial reporting process.

Certain business process controls and IT interfaces that are dependent on the ineffective ITGCs, or that rely on data produced from systems impacted by the ineffective ITGCs, could have been adversely impacted, and were also deemed ineffective.

• We did not design and maintain (i) effective review controls, including the retention of evidence to support the design and operating effectiveness of controls and (ii) effective controls over the completeness and accuracy of information produced by the entity utilized in the performance of controls, including the retention of relevant evidence to support the design and operating effectiveness of controls.

These deficiencies primarily affected controls over revenue and related accounts, income taxes and excess and obsolete inventory, and other controls as a part of our reporting and disclosure process.

• We did not design and maintain effective controls over the evaluation of standalone selling prices of performance obligations utilized in accounting for revenue, including review controls over the establishment and subsequent changes to standard pricing and discounting.

The effectiveness of our internal control over financial reporting at the end of 2024 has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in their report.

Based on this evaluation, management determined that the Company’s internal control over financial reporting was not effective as a result of the following material weaknesses in internal control over financial reporting, which exist as of January 2, 2026:

• We 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.

• We 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, we 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 control deficiencies did not result in a material misstatement to the consolidated financial statements as of and for the year ended January 2, 2026.

Our independent registered public accounting firm, KPMG LLP, audited the consolidated financial statements included in this Annual Report on Form 10-K and issued an adverse opinion on the effectiveness of our internal control over financial reporting.

KPMG LLP’s report appears on page 69 of this Annual Report on Form 10-K.

Remediation Plan for Material Weaknesses

Management, with the oversight of the Audit Committee, is currently taking actions to remediate the material weaknesses and is implementing additional processes and controls to address the underlying causes associated with the material weaknesses described above.

These efforts include:

• We are in the process of finalizing the design and implementation of controls of certain ITGCs for business systems related to the Company’s financial reporting processes.

• We are in the process of updating our policies and practices related to maintaining evidence of review of business process controls, including the review of information used in the performance of controls.

• We are in the process of finalizing the design and implementation of controls over the evaluation of standalone selling prices of performance obligations utilized in accounting for revenue, including review controls over pricing and discounting.

We, with the oversight of the Audit Committee, made progress in the current year on our remediation plans for the material weaknesses identified in prior years.

For the previously identified material weaknesses that remain in the current year (as noted above), we continue to implement the remediation plans as follows:

• Designing and implementing certain ITGCs for business systems related to our financial reporting processes, and ensuring they are operating effectively to support process-level automated and manual control activities that are dependent upon information derived from IT systems.

• Enhancing the design of existing control activities including implementation of additional process-level control activities (including controls over revenue and related accounts, income taxes and other financial reporting processes) and ensuring they are properly evidenced and operating effectively.

• Augmenting the internal control capabilities of the Company’s personnel including defining clear responsibilities and accountability, and engaging third-party experts to assist in training personnel regarding control design and execution.

• Enhancing our risk assessment process and ensuring that controls are or will be implemented to mitigate identified risks, and monitoring the execution of internal control over financial reporting.

The material weaknesses will not be considered remediated until the applicable remedial controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively.

We believe the measures described above will remediate the control deficiencies we have identified and strengthen our internal control over financial reporting.

We believe the measures described above will remediate the identified control deficiencies and strengthen our internal control over financial reporting.

We are committed to continuing to improve our internal control processes and will continue to review, optimize, and enhance our financial reporting controls and procedures.

The process of designing and implementing an effective financial reporting system is a continuous effort that requires us to anticipate and react to changes in our business and the economic and regulatory environments, and to expend significant resources to maintain a financial reporting system that is adequate to satisfy our reporting obligations.

As we continue to evaluate and take actions to improve our internal control over financial reporting, we may determine to take additional actions to address control deficiencies or determine to modify certain of the remediation measures described above.

The process of designing and implementing an effective financial reporting system is a continuous effort that requires us to anticipate and react to changes in our business and the economic and regulatory environments, and to expend resources to maintain a financial reporting system that is adequate to satisfy our reporting obligations.

As we continue to evaluate and take actions to improve our internal control over financial reporting, we may determine to take additional actions to address control deficiencies or to modify the remediation measures described above.

(d) Changes in Internal Control over Financial Reporting

In addition to the identified material weaknesses noted above, we are implementing a customer relationship management tool across our businesses as a strategic initiative that will replace many legacy systems and that could materially affect our internal control over financial reporting (as such term is defined in Rules 13a - 15(f) and 15d - 15(f) under the Exchange Act).

Other than as described above, there have been no changes that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting during the period for which this report relates.

Except as listed below, there have been no changes in our internal control over financial reporting identified in connection with management’s evaluation required by paragraph (d) of Rules 13a - 15 and 15d - 15 under the Exchange Act, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

During 2025, we made the following changes in our internal control over financial reporting:

• Designed and implemented additional manual procedures and controls to enhance our internal control process through a combination of preventative and detective controls;

• Designed, implemented and operated effective ITGCs over certain of our IT systems, including our core ERP system, revenue management system and key reporting tool.

Other Information

Rule 10b5-1 Trading Plan

During the fourth quarter of 2024, none of our directors or executive officers adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement.

We previously reported in our Quarterly Report on Form 10-Q for the quarter ended March 29, 2024, that Jennifer Allison had entered into a Rule 10b5-1 trading arrangement on February 29, 2024 for potential sales of 1,571 shares between June 3, 2024 and June 2, 2025 .

The actual number of shares under that trading arrangement was 3,571 shares, which have all now been sold, as reported on a Form 4 filed on January 22, 2025.

During the fourth quarter of 2025, the following Section 16 officers and directors (as defined in Rule 16a-1(f) under the Exchange Act) adopted a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement (each as defined in Item 408(a) of Regulation S-K under the Exchange Act) intended to satisfy the affirmative defense of Rule 10b5-1(c):

• On November 7, 2025 , Mark Schwartz , Senior Vice President , adopted a Rule 10b5-1 trading arrangement that provides for potential sales of up to 25,525 shares of our common stock between April 15, 2026 and May 29, 2026 .

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

44 unchanged sentences

3.1 to Form 8-K filed Oct.

3.2 By-Laws of Trimble Inc., a mended as of May 30 , 2024

3.2 By-Laws of Trimble Inc., amended as of May 30, 2024

3.1 to Form 8-K filed May 31, 2024

4 unchanged sentences

4.2 to Form S-3 filed Oct.

First Supplemental Indenture, dated November 24, 2014, between the Company and U.S.

Bank National Association (which includes Form of 4.750% Senior Note due 2024)

4.1 to Form 8-K filed Nov.

Second Supplemental Indenture, dated October 1, 2016, between the Company and U.S.

6 unchanged sentences

Bank National Association (which includes Form of 6.100% Senior Note due 2033)

4.1 to Form 8-K filed March 9, 2023

Credit Agreement, dated March 24, 2022, by and among Trimble Inc., the borrowing subsidiaries party thereto, the lenders party thereto, and Bank of America, N.A., as administrative agent

4.1 to Form 8-K filed Mar.

Amendment No.

1, dated December 27, 2022, to Credit Agreement of March 24, 2022

10.1 Credit Agreement, dated December 4, 2025, by and among Trimble Inc., the borrowing subsidiaries party thereto, the lenders party thereto, and Bank of America, N.A., as administrative agen t

10.1 to Form 8-K filed Dec.

Amendment No.

2, dated April 28, 2023, to Credit Agreement of March 24, 2022

10.1 to Form 10-Q filed Aug.

Form of Indemnification Agreement between the Company and its officers and directors

1 unchanged sentence

Board of Directors Compensation Policy, as amended November 19, 2024

Filed herewith

10.3 to Form 10-K filed Apr.

Incentive Compensation Recoupment Policy, as amended September 24, 2023

2 unchanged sentences

10.2 to Form 10-Q filed Nov.

Age and Service Equity Vesting Program , as amended May 1, 2024

Age and Service Equity Vesting Program , as amended December 2 , 2025

Filed herewith

3 unchanged sentences

10.5 to Form 10-Q filed Nov.

2002 Stock Plan, as amended S eptember 30, 2024

2002 Stock Plan, as amended September 30, 2024

B of Form DEF 14A filed Apr.

2002 Stock Plan - Form of stock option agreement (U.S.

10.2 to Form 10-Q filed Nov.

2002 Stock Plan - Form of stock option agreement (non-U.S.

10.3 to Form 10-Q filed Nov.

2002 Stock Plan - Form of global stock option agreement (officers)

10.1 to Form 10-Q filed Nov.

2002 Stock Plan - Form of stock option agreement (officers, 2023 revision)

10.2 to Form 10-Q filed May 3, 2023

2002 Stock Plan - Form of global restricted stock unit (RSU) award agreement

2002 Stock Plan - Form of global restricted stock unit award agreement

10.2 to Form 10-Q filed Nov.

2002 Stock Plan - Form of global performance restricted stock unit award agreement

10.6 to Form 10-Q filed Nov.

2002 Stock Plan - Form of global restricted stock unit award agreement (officers)

10.30 to Form 10-K filed Feb.

2002 Stock Plan - Form of global performance stock unit award agreement (Operating Income/Revenue)

10.4 to Form 10-Q filed Aug.

2002 Stock Plan - Form of global performance stock unit award agreement (Total Stockholder Return)

10.5 to Form 10-Q filed Aug.

2002 Stock Plan - Form of global performance stock unit award agreement (officers)

10.1 to Form 10-Q filed Aug.

2002 Stock Plan - Performance stock option agreement between the Company and Rob Painter issued January 4, 2020

10.9(K) to Form 10-K filed Feb.

2002 Stock Plan - Form of PR SU award agreement ( ARR -TSR with modifier )

10.1 to Form 10-Q filed May 5, 2022

2002 Stock Plan - Form of PRSU award agreement (ARR with modifier)

2002 Stock Plan - Form of performance RSU award agreement (ARR with P&P Modifier)

10.3 to Form 10-Q filed May 3, 2023

2002 Stock Plan - Form of PRSU award agreement (ARR-TSR with modifier, 2023 revision)

2002 Stock Plan - Form of performance RSU award agreement (ARR and TSR with P&P Modifier)

10.4 to Form 10-Q filed May 3, 2023

Trimble OneBonus Plan Description

10.1 to Form 8-K filed Feb.

10.1 to Form 10-Q filed Aug.

Form of Change in Control Severance Agreement between the Company and certain Company officers

Filed herewith

10.10 to Form 10-K filed Apr.

Form of Executive Severance Agreement between the Company and certain Company officers

Filed herewith

10.11 to Form 10-K filed Apr.

Change in Control Severance Agreement between the Company and Robert G.

4 unchanged sentences

10.16 to Form 10-K filed Feb.

Offer Letter between the Company and Phillip Sawarynski dated January 29, 2024

10.1 to Form 8-K filed Feb.

19.1 Trimble Insider Trading Policy

2 unchanged sentences

Filed herewith

23.1 Consent of Independent Registered Public Accounting Firm

23.1 Consent of Independent Registered Public Accounting Firm ( KPMG LLP)

Filed herewith

23.2 Consent of Independent Registered Public Accounting Firm (Ernst & Young LLP)

Filed herewith

24.1 Power of Attorney (included on signature page herein)

15 unchanged sentences

President and Chief Executive Officer

April 25, 2025

February 25, 2026

POWER OF ATTORNEY

4 unchanged sentences

/s/ ROBERT G.

President, Chief Executive Officer, Director April 25, 2025

President, Chief Executive Officer, Director February 25, 2026

/s/ PHILLIP SAWARYNSKI

1 unchanged sentence

Chief Financial Officer

(Principal Financial Officer) April 25, 2025

(Principal Financial Officer) February 25, 2026

/s/ KENNETH B.

Chief Accounting Officer

(Principal Accounting Officer) April 25, 2025

Director April 25, 2025

(Principal Accounting Officer) February 25, 2026

Director February 25, 2026

/s/ BORJE EKHOLM

Director April 25, 2025

Director February 25, 2026

/s/ KAIGHAM (KEN) GABRIEL

Kaigham (Ken) Gabriel

Director April 25, 2025

Director February 25, 2026

/s/ MEAGHAN LLOYD

Meaghan Lloyd

Director April 25, 2025

Director February 25, 2026

/s/ RON NERSESIAN

Ron Nersesian

Director April 25, 2025

Director February 25, 2026

/s/ KARA SPRAGUE

Director April 25, 2025

Director February 25, 2026

/s/ THOMAS W.

Director April 25, 2025

Director February 25, 2026

/s/ JOHAN WIBERGH

Johan Wibergh

Director April 25, 2025

Director February 25, 2026

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures