0001069183FALSE00010691832026-11-052026-11-05
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________________________________________
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
November 5, 2026
Date of Report (Date of earliest event reported)
________________________________________________________
Axon Enterprise, Inc.
(Exact name of registrant as specified in its charter)
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| Delaware | 001-16391 | 86-0741227 |
(State or other jurisdiction of
incorporation) | (Commission File Number) | (IRS Employer
Identification No.) |
17800 N. 85th St.
Scottsdale, Arizona 85255
(Address of principal executive offices, including zip code)
(1-800) 978-2737
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, $0.00001 Par Value | AXON | The NASDAQ Stock Market LLC |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter). Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Item 1.01 Entry into a Material Definitive Agreement.
On November 5, 2026, Axon Enterprise, Inc. (“Axon”) announced an incremental minority investment of approximately $1.2 billion in Skydio, Inc., a Delaware corporation (“Skydio”, and such transaction, the “Skydio Investment”), which is expected to increase Axon’s ownership from approximately 15% as of September 30, 2026, to approximately 37% on a fully diluted basis after giving effect to the Skydio Investment. As further described below, the approximately $1.2 billion of consideration is expected to consist of approximately 60% cash, or approximately $720 million, with the remainder to be paid in shares of Axon’s common stock (“Axon Stock”). The final mix of cash and equity is subject to the settlement of the Series G transactions described herein. The initial closing of the Skydio Investment (the “Primary Purchase”) occurred on November 5, 2026 under the Primary Purchase Agreement (as defined below), and Axon expects the remaining transactions comprising the Skydio Investment to close during the fourth quarter of 2026 and first quarter of 2027, subject to customary closing conditions.
Series G Preferred Stock Purchase Agreement
On November 5, 2026, Axon entered into a Series G Preferred Stock Purchase Agreement (the “Primary Purchase Agreement”) with Skydio and closed on the Primary Purchase of 25,000,000 shares of Skydio’s non-voting Series G Preferred Stock, par value $0.00002 per share (the “Series G Preferred Stock”), at a purchase price of $10.19617 per share (the “Per Share Purchase Price”), for an aggregate purchase price of approximately $254.9 million (the “Purchase Price”). The consideration for the Purchase Price consists of a combination of (i) cash in an amount equal to 50% of the Purchase Price and (ii) shares of Axon Stock, valued based on the volume-weighted average price per share of Axon Stock on the Nasdaq Global Select Market for the ten consecutive trading days ending on the trading day immediately preceding two business days prior to the settlement of the Tender Offer (as defined below), in an amount equal to 50% of the Purchase Price (the “Equity Consideration”). The Equity Consideration will be issued to Skydio following settlement of the Tender Offer, expected during the fourth quarter of 2026, and such Axon Stock will be subject to a customary lock-up. In no event will the number of shares of Axon Stock issued as Equity Consideration, together with all other shares of Axon Stock issued or issuable in connection with the Skydio Investment (including pursuant to the Primary Purchase Agreement, the Secondary Purchase Agreement (as defined below), the Tender Offer and the Committed Secondary), exceed 19.99% of the shares of Axon Stock outstanding immediately prior to the Primary Closing (as defined below), and any portion of the Equity Consideration in excess of such cap will instead be paid in cash (the “Issuance Cap”).
The closing of the Primary Purchase (the “Primary Closing”) occurred concurrently with the execution of the Primary Purchase Agreement. In connection with the Primary Closing, Axon, Skydio and certain of Skydio’s stockholders entered into certain ancillary agreements, including an investors’ rights agreement, a right of first refusal and co-sale agreement and a voting agreement.
Within ten business days following the Primary Closing, Axon will commence a tender offer for shares of Series G Preferred Stock, at a price per share equal to the Per Share Purchase Price, to acquire up to an aggregate of 68,451,508 additional shares of Series G Preferred Stock (the “Tender Offer”). Eligible holders of Skydio capital stock will have the right to participate in the Tender Offer, pursuant to which, immediately prior to and conditioned upon the settlement of the Tender Offer, Skydio will exchange the tendering holders’ existing shares of Skydio capital stock for an equivalent number of shares of Series G Preferred Stock on a one-for-one basis and for no additional consideration, after which the tendering holders will sell the resulting shares of Series G Preferred Stock to Axon. The consideration payable to each tendering holder of Skydio preferred stock is a combination of cash and Axon Stock, with the portion paid in Axon Stock not to exceed 60% of any tendering holder’s purchase price and in no event exceeding the Issuance Cap. Tendering holders of Skydio common stock will receive consideration in the Tender Offer of all cash. Axon expects the settlement of the Tender Offer to occur during the fourth quarter of 2026.
Following the settlement of the Tender Offer, Axon will purchase from certain Skydio stockholders (the “Committed Sellers”) an aggregate of 1,548,492 shares of Series G Preferred Stock, at a price per share equal to the Per Share Purchase Price, payable entirely in cash (the “Committed Secondary”). The maximum number of shares that each Committed Seller may sell in the Tender Offer will be reduced by the number of shares to be purchased from such Committed Seller in the Committed Secondary. Axon expects the closing of the Committed Secondary to occur during the first quarter of 2027.
The foregoing description of the Primary Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Primary Purchase Agreement that is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Secondary Stock Purchase and Exchange Agreement
Concurrently with the Primary Closing, Axon entered into a Secondary Stock Purchase and Exchange Agreement (the “Secondary Purchase Agreement”) with Skydio and certain stockholders of Skydio (the “Sellers”), pursuant to which Axon agreed to purchase shares of Series G Preferred Stock from the Sellers at the Per Share Purchase Price with the target of acquiring an aggregate of 120,000,000 shares of Series G Preferred Stock through the Primary Purchase Agreement, the Secondary Purchase Agreement, the Tender Offer, the Committed Secondary and a separate secondary stock purchase and exchange agreement entered into among Axon, Skydio and a Skydio stockholder on August 21, 2026 (the “Secondary Agreement”). Immediately prior to and conditioned upon the closing of the Secondary Purchase Agreement (the “Secondary Closing”), Skydio will exchange the Sellers’ existing shares of Skydio capital stock for an equivalent number of shares of Series G Preferred Stock on a one-for-one basis and for no additional consideration, after which the Sellers will sell the resulting shares of Series G Preferred Stock to Axon.
The consideration payable to each Seller is a combination of cash and Axon Stock, valued based on the volume-weighted average price per share of Axon Stock on the Nasdaq Global Select Market for the ten consecutive trading days ending on the trading day immediately preceding two business days prior to the Secondary Closing, and subject to a customary lock-up. The portion of such consideration paid in Axon Stock is not to exceed 60% of any Seller’s purchase price and in no event is to exceed the Issuance Cap. The Secondary Closing will occur five business days following the settlement of the Tender Offer. In connection with the Secondary Purchase Agreement, Axon has agreed to enter into a registration rights agreement with the Sellers, pursuant to which Axon will provide each Seller with customary resale registration rights with respect to the shares of Axon Stock received by such Seller as part of the portion paid in Axon Stock. Each Skydio stockholder that receives Axon Stock in the Tender Offer will also be entitled to these customary registration rights with respect to the shares of Axon Stock received in the Tender Offer. Axon expects the Secondary Closing to occur during the fourth quarter of 2026.
The foregoing description of the Secondary Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Secondary Purchase Agreement that is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 3.02 Unregistered Sales of Equity Securities.
The information set forth under Item 1.01 above with respect to the shares of Axon Stock to be issued pursuant to the Skydio Investment is incorporated into this Item 3.02 by reference, insofar as it relates to the unregistered sales of equity securities.
The shares of Axon Stock will be issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”) and Regulation D promulgated thereunder. Axon is relying, in part, upon representations from each of the Sellers and each tendering holder that, among other things, it is an “accredited investor” as defined in Rule 501(a) of Regulation D under the Securities Act, is a sophisticated investor familiar with similar transactions and has adequate information concerning Skydio.
Item 7.01 Regulation FD Disclosure.
A copy of the press release announcing the Skydio Investment is being furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information in this Item 7.01 of this Current Report on Form 8-K, including the information contained in Exhibit 99.1, is being furnished to the U.S. Securities and Exchange Commission, and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by a specific reference in such filing.
Item 9.01 Financial Statements and Exhibits
(d)Exhibits
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Exhibit Number | | Exhibit Description |
| 10.1*±+ | | Series G Preferred Stock Purchase Agreement dated November 5, 2026, by and between Skydio, Inc. and Axon Enterprise, Inc. |
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| 10.2*±+ | | Secondary Stock Purchase and Exchange Agreement dated November 5, 2026, by and among Skydio, Inc., the Sellers party thereto and Axon Enterprise, Inc. |
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| 99.1** | | Press Release related to the Skydio Investment dated November 5, 2026 |
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| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
* Filed herewith.** Furnished herewith.
± Certain exhibits and schedules to this agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K and will be provided to the Securities and Exchange Commission upon request.
+ Certain confidential portions of this Exhibit were omitted by means of marking such portions [**] because the identified confidential portions are not material.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| Dated: November 5, 2026 | Axon Enterprise, Inc. | |
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| By: | /s/ BRITTANY BAGLEY | |
| | Brittany Bagley
Chief Operating Officer and Chief Financial Officer | |
Exhibit 99.1
Axon Invests $1.2 Billion in Skydio to Build the Future of Drone as First Responder
With an expanded partnership, Axon becomes exclusive Skydio distributor for public safety in the U.S. and Canada
SCOTTSDALE, Ariz., November 5, 2026 — Axon (Nasdaq: AXON), the global leader in public safety technology, today announced an additional $1.2 billion investment in Skydio. The agreement, which will add approximately 20% to Axon’s fully diluted ownership in Skydio at a $5.2 billion pre-money valuation, builds on a partnership that is already bringing Skydio drones to public safety agencies across the U.S., marking a major expansion of Axon's Drone as First Responder (DFR) program.
Axon will also become Skydio's exclusive distributor for public safety in the U.S. and Canada. Skydio serves more than 1,500 public safety customers, and more than 28 million Americans now live within two miles of a Skydio DFR dock. At agencies deploying Skydio DFR, priority response times have been reduced by as much as 65%, with drones arriving before officers on roughly 80% of calls where they are deployed. That earlier visibility can support safer responses, help de-escalate potentially deadly situations, locate missing children and other vulnerable people, and improve outcomes when every second matters.
“Within a decade, millions of drones will be working across America. Skydio is positioned to lead in every sector they touch,” said Rick Smith, Founder and CEO of Axon. “Axon is taking a major stake in one of the most valuable categories in tech, and Skydio stays free to move fast. With exclusive channel rights, Axon will widen its lead in public safety drones as Skydio builds the future of American aerial robotics. Two companies, each the best at what it does, will build something far bigger than either could alone.”
“Axon has been an incredible partner in bringing our drones to public safety customers across the U.S.,” said Adam Bry, CEO of Skydio. “We're excited to deepen that partnership with Axon becoming our exclusive channel for U.S. and Canadian public safety. This investment strengthens our ability to accelerate our technology roadmap, scale our impact in public safety and continue advancing autonomous flight across every critical industry we serve.”
Axon estimates the total addressable market for DFR at approximately $13 billion in the U.S. and Canada alone, an opportunity fully accessible through its partnered offering as thousands of agencies begin to evaluate and deploy DFR technology. That opportunity is already translating into significant commercial momentum: Skydio’s business is seeing rapid growth and expects to achieve approximately $1 billion in total bookings in its current fiscal year.
Axon's investment consists of approximately $1.2 billion comprised of a mix of cash and Axon stock, subject to final transaction terms. The investment includes both primary capital to Skydio and the purchase of shares from existing Skydio shareholders, with a portion of the cash consideration providing growth capital to accelerate innovation, expand Skydio's product portfolio and bring new drone capabilities to customers faster. Axon's larger ownership stake lets it participate in that growth. The transactions comprising the investment are expected to close in the fourth quarter of 2026 and first quarter of 2027, subject to customary closing conditions.
About Axon
Axon (Nasdaq: AXON) is the global leader in public safety technology supporting state, local, federal and international public safety agencies with technology designed to Protect Life. Complementing its mission, Axon’s growing Enterprise market focuses on protecting critical infrastructure and frontline workers across multiple industries including corporate security, hospitality, retail and healthcare. Founder-led since 1993, Axon builds products with transparency and responsibility. From TASER energy devices to today’s connected network of hardware - including cameras, drones, and robotics - cloud software, sensors, and AI-tools, the Axon ecosystem helps seamlessly protect people and places when it matters most. To ensure these technologies align with community expectations, Axon’s independent Ethics & Equity Advisory Council guides the ethical, inclusive, and accountable design of its products and services. Learn more about the EEAC and Axon’s Responsible Innovation framework at https://www.axon.com/responsibility.
Non-Axon trademarks are the property of their respective owners. Axon, TASER and the Delta Logo are trademarks of Axon Enterprise, Inc., some of which are registered in the US and other countries. For more information, visit www.axon.com/legal. All rights reserved.
Please visit https://investor.axon.com and https://www.axon.com/newsroom for more information.
About Skydio
Skydio is the largest U.S.-based drone manufacturer and world leader in flying robots. Founded in 2014, Skydio leverages breakthrough AI-backed autonomy to create drones that are easier to operate, safer to fly, and more capable in complex environments. Skydio systems are trusted by more than 4,000 agencies and organizations across the U.S. in the public safety and critical infrastructure sectors, every branch of the U.S. military, and the armed forces of 32 allied nations. Skydio designs, assembles, and supports its products in the U.S. from its headquarters in San Mateo, California. For more information, follow Skydio on LinkedIn at https://www.linkedin.com/company/skydio or visit https://www.skydio.com/
Forward-looking Statements
Forward-looking statements in this press release include, without limitation, statements regarding: Axon's future results and the benefits anticipated to be realized from the contemplated strategic investment; the expected timing and requirements for closing the strategic investment; the ongoing and future commercial relationship between Axon and Skydio; the timing and financial impacts of the strategic investment and other uncertainties and contingencies in connection with the foregoing; expectations about the market for our current and future products and services; as well as statements of management's strategies, goals and objectives and other similar expressions. Such statements give our current expectations or forecasts of future events; they do not relate strictly to historical or current facts. Words such as "may," "will," "should," "could," "would," "predict," "potential," "continue," "expect," "anticipate," "future," "intend," "plan," "believe," "estimate," and similar expressions, as well as statements in future tense, identify forward-looking statements. However, not all forward-looking statements contain these identifying words.We cannot guarantee that any forward-looking statement will be realized, although we believe we have been prudent in our plans and assumptions. Achievement of future results is subject to risks, uncertainties and potentially inaccurate assumptions. The following important factors could cause actual results to differ materially from those in the forward-looking statements: the possibility that the closing of the strategic investment does not occur or is delayed, including resulting negative impacts to the commercial relationship between Axon and Skydio; failure to satisfy the conditions to closing the strategic investment; negative effects of the announcement of the strategic investment; potential litigation associated with the strategic investment; our exposure to cancellations of government contracts due to non-appropriation clauses, exercise of a cancellation clause or non-exercise of contractually optional periods; the ability of law enforcement agencies to obtain funding, including based on tax revenues; our ability to design, introduce and sell new products, services or features; our ability to defend against litigation and protect our intellectual property, and the resulting costs of this activity; our ability to win bids through the open bidding process for governmental agencies; our ability to manage our supply chain and avoid production delays, shortages and impacts to expected gross margins; the impacts of inflation, macroeconomic conditions and global events; the impact of catastrophic events or public health emergencies; the impact of stock-based compensation expense, impairment expense and income tax expense on our financial results; customer purchase behavior, including adoption of our software as a service delivery model; negative media publicity or sentiment regarding our products; the impact of various factors on projected gross margins; defects in, or misuse of, our products; changes in the costs of product components and labor; loss of customer data, a breach of security or an extended outage, including by our third-party cloud-based storage providers; exposure to international operational risks; delayed cash collections and possible credit losses due to our subscription model; changes in government regulations in the United States and in foreign markets, especially related to the classification of our products by the United States Bureau of Alcohol, Tobacco, Firearms and Explosives; our ability to integrate acquired businesses; the impact of declines in the fair values or impairment of our investments, including our strategic investments; our ability to attract and retain key personnel; litigation or inquiries and related time and costs; and counterparty risks relating to cash balances held in excess of federally insured limits. Many events beyond our control may determine whether results we anticipate will be achieved. Should known or unknown risks or uncertainties materialize, or should underlying assumptions prove inaccurate, actual results could differ materially from past results and those anticipated, estimated or projected. You should bear this in mind as you consider forward-looking statements. These factors are intended as cautionary statements for investors within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended. Readers can find them under the heading "Risk Factors" in our Annual and Quarterly Reports, and investors should refer to them. You should understand that it is not possible to predict or identify all such factors. Consequently, you should not consider any such list to be a complete set of all potential risks or uncertainties.
Except as required by law, we undertake no obligation to publicly update forward-looking statements, whether as a result of new information, future events or otherwise. You are advised, however, to consult any further disclosures we make on related subjects in our Form 8-K, 10‑Q and 10‑K reports to the SEC. Our filings with the SEC may be accessed at the SEC's website at www.sec.gov.
Media Contact:
Kate MacKinnon
Vice President, Communications
press@axon.com
