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AXON Chief Accounting Officer reports XSU vesting and tax share sale

Filing Impact
(Very High)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Axon Enterprise, Inc. officer reports equity award vesting and tax withholding transactions. The company’s Chief Accounting Officer acquired 3,906 shares of Axon common stock on 11/13/2025 at a stated price of $0, reflecting performance-based restricted stock units from a 2023 grant under the 2024 eXponential Stock Plan, for which the third tranche performance conditions were certified on that date. On the same day, 2,277 shares were disposed of at $557.29 per share, representing shares withheld to cover the reporting person’s tax liability from vesting. After these transactions, the officer directly owned 16,632 shares of Axon common stock. The vested tranche is scheduled to fully vest on June 1, 2026, subject to continued employment, and the delivered shares will be subject to a minimum holding period until the earlier of December 31, 2030 or the vesting of a subsequent tranche, excluding shares used to cover taxes.

Positive

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Negative

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Insider Mak Jennifer H
Role Chief Accounting Officer
Type Security Shares Price Value
Grant/Award Common Stock 3,906 $0.00 --
Tax Withholding Common Stock 2,277 $557.29 $1.27M
Holdings After Transaction: Common Stock — 18,909 shares (Direct)
Footnotes (1)
  1. The transaction consists of performance-based restricted stock units (collectively, "XSUs") granted on December 22, 2023 pursuant to the Axon Enterprise, Inc. 2024 eXponential Stock Plan, for which the performance conditions for the third tranche of XSUs (the "Tranche") were certified by the issuer's Compensation Committee of the Board of Directors on November 13, 2025 as having been met. The Tranche will vest on June 1, 2026, subject to continued employment through such date. Following the vesting, the shares deliverable for the Tranche are subject to a minimum holding period until the earlier of (i) December 31, 2030 and (ii) the date on which a subsequent tranche of XSUs vests, excluding shares withheld or sold to cover applicable taxes. Securities disposed represent securities withheld to settle the reporting person's tax liability resulting from the vesting of restricted stock units.
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Mak Jennifer H
(Last) (First) (Middle)
17800 N 85TH ST
(Street)
SCOTTSDALE AZ 85255
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
AXON ENTERPRISE, INC. [ AXON ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Accounting Officer
3. Date of Earliest Transaction (Month/Day/Year)
11/13/2025
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 11/13/2025 A(1) 3,906 A $0 18,909 D
Common Stock 11/13/2025 F(2) 2,277 D $557.29 16,632 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. The transaction consists of performance-based restricted stock units (collectively, "XSUs") granted on December 22, 2023 pursuant to the Axon Enterprise, Inc. 2024 eXponential Stock Plan, for which the performance conditions for the third tranche of XSUs (the "Tranche") were certified by the issuer's Compensation Committee of the Board of Directors on November 13, 2025 as having been met. The Tranche will vest on June 1, 2026, subject to continued employment through such date. Following the vesting, the shares deliverable for the Tranche are subject to a minimum holding period until the earlier of (i) December 31, 2030 and (ii) the date on which a subsequent tranche of XSUs vests, excluding shares withheld or sold to cover applicable taxes.
2. Securities disposed represent securities withheld to settle the reporting person's tax liability resulting from the vesting of restricted stock units.
Remarks:
/s/ Jennifer H. Mak by Isaiah Fields, Attorney-in-Fact 11/17/2025
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did AXON report for its Chief Accounting Officer?

The Chief Accounting Officer of Axon Enterprise, Inc. (AXON) reported acquiring 3,906 shares of common stock on 11/13/2025 at a stated price of $0, tied to performance-based restricted stock units that met their performance conditions.

Why were 2,277 AXON shares disposed of in this Form 4 filing?

The 2,277 shares of Axon common stock disposed of on 11/13/2025 at $557.29 per share represent shares withheld to settle the reporting person’s tax liability arising from the vesting of restricted stock units.

How many AXON shares does the reporting officer own after these transactions?

Following the reported transactions, the Chief Accounting Officer directly owns 16,632 shares of Axon Enterprise, Inc. common stock.

What are the key terms of the AXON performance-based restricted stock units (XSUs)?

The performance-based restricted stock units, referred to as XSUs, were granted on December 22, 2023 under the 2024 eXponential Stock Plan. The performance conditions for the third tranche were certified as met on November 13, 2025, with the tranche scheduled to vest on June 1, 2026, subject to continued employment.

Is there a holding period for the AXON shares delivered from this XSU tranche?

Yes. After vesting, the shares deliverable for this tranche are subject to a minimum holding period until the earlier of December 31, 2030 or the date a subsequent tranche of XSUs vests, excluding shares withheld or sold to cover applicable taxes.

What role does the reporting person hold at Axon Enterprise, Inc. (AXON)?

The reporting person is an officer of Axon Enterprise, Inc. and serves as the company’s Chief Accounting Officer.