Trimble posts $314M loss for first three quarters
Management reported ineffective disclosure controls at quarter-end, while remediation measures for previously identified material weaknesses continued.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Form Type
10-Q
Rhea-AI Filing Summary
Trimble Inc. (TRMB) reported third-quarter 2026 revenue of $966.8 million, up 7% year over year. Operating income declined 6% to $142.0 million, and net income was $59.1 million versus $111.5 million. For the first three quarters, revenue rose 10% to $2,878.7 million, while the company recorded a $313.7 million net loss, including a $562.0 million goodwill impairment in its Transportation and Logistics reporting unit. Annualized recurring revenue was $2,564.3 million at quarter-end, up 11% year over year; operating cash flow for the first three quarters was $664.7 million, compared with $225.9 million.
Trimble completed its $246.4 million cash acquisition of Document Crunch on April 4, 2026, and entered into a $500.0 million unsecured delayed-draw term loan on October 2, 2026; no amounts had been drawn as of that date. Disclosure controls were ineffective at quarter-end because of previously reported material weaknesses, and remediation work continued.
3 points · 0 major2 major · 4 points
How this balance works
Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.
It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.
Rhea-AI Sentiment measures something else, the tone of the wording.
Positive
- Moderate pointThird-quarter revenue rose 7% to $966.8 million.
- Moderate pointFirst-three-quarter operating cash flow was $664.7 million, versus $225.9 million.
- Moderate pointQuarter-end ARR grew 11% year over year to $2,564.3 million.
Negative
- Major pointGoodwill impairment of $562.0 million accompanied a $313.7 million first-three-quarter net loss. 3.7% of market cap
- Major pointDisclosure controls were ineffective at quarter-end because of material weaknesses.
- Moderate pointThird-quarter operating income declined 6% to $142.0 million.
- Moderate pointThird-quarter net income was $59.1 million, versus $111.5 million.
Filing Explained
Trimble repurchased 3,964,137 shares in the third quarter under its August 2026 program. The program retains $768.3 million of authorization, but Trimble can suspend, modify, or discontinue it at any time.
Key Figures
Third-quarter revenue: $966.8 million
First-three-quarter revenue: $2,878.7 million
Third-quarter net income: $59.1 million
+5 more
8 metrics
Third-quarter revenue
$966.8 million
Third quarter of 2026
First-three-quarter revenue
$2,878.7 million
First three quarters of 2026
Third-quarter net income
$59.1 million
Third quarter of 2026; $111.5 million in the corresponding 2025 quarter
First-three-quarter net loss
$313.7 million
First three quarters of 2026
Goodwill impairment
$562.0 million
Recorded in the Transportation and Logistics reporting unit during the first three quarters of 2026
Operating cash flow
$664.7 million
First three quarters of 2026; $225.9 million in 2025
Annualized recurring revenue
$2,564.3 million
At the end of the third quarter of 2026; up 11% year over year
Delayed-draw term loan facility
$500.0 million
Entered into October 2, 2026; no amounts drawn as of that date
Key Terms
Annualized recurring revenue, Goodwill impairment, Delayed draw term loan facility, Remaining performance obligations, +1 more
5 terms
Annualized recurring revenue financial
"annualized recurring revenue (“ARR”) of $2.6 billion"
Annualized recurring revenue is the predictable income a business expects to earn over a year from ongoing customer subscriptions or contracts. It’s similar to estimating how much money you would make in a year if your current monthly income stayed the same. Investors use this figure to assess the stability and growth potential of a company's revenue stream.
Goodwill impairment financial
"recorded a goodwill impairment of $562.0 million"
Goodwill impairment occurs when a company’s valued reputation or brand strength, known as goodwill, is found to be worth less than previously recorded on its financial statements. This usually happens when the company's performance declines or market conditions change, signaling that the expected benefits from acquisitions or brand value are no longer as strong. It matters to investors because it can indicate that a company's assets are less valuable than initially thought, potentially affecting its overall financial health.
Delayed draw term loan facility financial
"providing for an unsecured delayed draw term loan facility"
A delayed draw term loan facility is a committed loan that a borrower can tap in one or more installments at specified future times after meeting agreed conditions, rather than receiving the full amount upfront. For investors it matters because it provides a ready source of cash that can change a company’s financial strength, leverage and interest costs when drawn—similar to having a reserved credit line you can use later, which affects liquidity and the risk profile of the business.
Remaining performance obligations financial
"approximately $2.0 billion of revenue was expected to be recognized from remaining performance obligations"
Remaining performance obligations are the work a company still needs to complete for its customers, like finishing a service or delivering a product. It’s important because it shows how much future income the company has coming in from current agreements, giving a clearer picture of its ongoing business.
Material weaknesses in internal control over financial reporting technical
"material weaknesses in internal controls over financial reporting"
A material weakness in internal control over financial reporting is a significant flaw in a company’s processes that increases the likelihood its financial statements could be wrong or misleading. Think of it as a broken checkpoint in an airport security line: if it fails, errors or fraud can pass through undetected. Investors care because these weaknesses raise the risk that reported earnings, assets, or liabilities are inaccurate, which can affect valuation, trust, and investment decisions.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How much revenue did TRMB report in the third quarter of 2026?
TRMB reported $966.8 million in third-quarter 2026 revenue, up 7% from $901.2 million in the prior-year quarter. Product revenue was $324.3 million, and subscription and services revenue was $642.5 million.
Why did TRMB report a net loss for the first three quarters of 2026?
TRMB recorded a $313.7 million net loss for the first three quarters of 2026. It recorded a $562.0 million goodwill impairment in its Transportation and Logistics reporting unit; the company said the pre-tax loss primarily resulted from the non-deductible impairment.
What are the terms of TRMB's $500 million term loan?
The unsecured delayed-draw term loan facility permits up to four separate draws on or before January 29, 2027. Each loan would mature two years after its initial borrowing date. No amounts had been drawn as of October 2, 2026.
How much of TRMB's remaining performance obligations is expected to be recognized soon?
At the end of the third quarter of 2026, approximately $2.0 billion of revenue was expected from remaining performance obligations. TRMB expected $1.4 billion, approximately 69%, to be recognized during the next 12 months, with the remainder thereafter.
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended | |||||
| or | |||||
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _____ to _____ | |||||
Commission file number: 001-14845
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) | |||||||
(Address of principal executive offices) (Zip Code)
(720 ) 887-6100
(Registrant’s telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No ¨
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ý No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definition of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
| ý | Accelerated Filer | ¨ | |||||||||
| Non-accelerated Filer | ¨ | Smaller Reporting Company | |||||||||
| Emerging Growth Company | |||||||||||
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. ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ý
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
As of October 30, 2026, there were 229,243,001 shares of Common Stock, par value $0.001 per share, outstanding.
Table of Contents
SPECIAL NOTE ON FORWARD-LOOKING STATEMENTS
This report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which are subject to the “safe harbor” created by those sections. These statements include, among other things:
•general global macroeconomic outlook, including evolving trade policies, associated supply chain disruptions and shifts in demand, slowing growth, inflationary pressures, and fluctuations in interest rates;
•economic disruptions caused by the ongoing impact of volatility and conflict in political and geopolitical tensions, including the ongoing Middle East conflict;
•fluctuations in foreign currency exchange rates;
•our ability to convert backlog to revenue;
•the portion of our revenue expected to come from sales to customers located in countries outside of the U.S.;
•our plans to continue to invest in research and development for the active development and introduction of new products and to deliver targeted solutions to the markets we serve;
•our shift towards a more significant mix of recurring revenue and the impact on our business;
•our belief that increases in recurring revenue will provide us with enhanced business visibility over time;
•our growth strategy and its impact on our revenue mix, growth, and profitability;
•our expectations regarding the execution and impact of the Connect & Scale strategy;
•our expectations regarding the impact, benefits, and risks of artificial intelligence (“AI”) and AI-related developments;
•any anticipated benefits or impact to our results of operations and financial conditions from our acquisitions or divestitures;
•any anticipated benefits associated with the minority interests and ongoing commercial relationships that we established in connection with certain divestitures;
•our ability to conduct, suspend, or discontinue our stock repurchase program subject to the discretion of our management;
•our belief that our cash and cash equivalents and borrowings, along with cash provided by operations, will be sufficient in the foreseeable future to meet our anticipated operating cash needs, including expenditures related to our Connect & Scale strategy, debt service, acquisitions, and any stock repurchases;
•our ability to maintain effective internal controls over financial reporting, including our expectations regarding timing and our ability to remediate our material weaknesses in internal control over financial reporting; and
•our expectations regarding the impact (including tax implications) of the One Big Beautiful Bill Act (the “OBBBA”).
The forward-looking statements regarding future events and the future results of Trimble Inc. (“Trimble”, the “Company” or “we”, “our” or “us”) are based on current expectations and the beliefs and assumptions of our management that are subject to risks and uncertainties. Discussions containing such forward-looking statements may be found in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section of this report. Forward-looking statements generally can be identified by words such as “may,” “will,” “should,” “could,” “potential,” “continue,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates,” and similar expressions. These forward-looking statements involve certain risks and uncertainties that could cause actual results, levels of activity, performance, achievements, and events to differ materially from those implied by such forward-looking statements, including but not limited to those discussed in this report under the section entitled “Risk Factors” and elsewhere, and in other reports we file with the Securities and Exchange Commission (the “SEC”), specifically the most recent Annual Report on Form 10-K for 2025 filed with the SEC on February 25, 2026 (the “2025 Form 10-K”), and in other reports we file with the SEC, each as it may be amended from time to time. These forward-looking statements are made as of the date of this report. We undertake no obligation to revise or publicly release the results of any revision to these forward-looking statements, except as required by law. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.
Table of Contents
TRIMBLE INC.
Form 10-Q for the Quarter Ended October 2, 2026
TABLE OF CONTENTS
| Page | ||||||||
| PART I. | FINANCIAL INFORMATION | |||||||
| ITEM 1. | Financial Statements (Unaudited) | 4 | ||||||
| ITEM 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 20 | ||||||
| ITEM 3. | Quantitative and Qualitative Disclosures about Market Risk | 31 | ||||||
| ITEM 4. | Controls and Procedures | 32 | ||||||
| PART II. | OTHER INFORMATION | |||||||
| ITEM 1. | Legal Proceedings | 34 | ||||||
| ITEM 1A. | Risk Factors | 34 | ||||||
| ITEM 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 34 | ||||||
| ITEM 3. | Defaults Upon Senior Securities | 34 | ||||||
| ITEM 4. | Mine Safety Disclosures | 34 | ||||||
| ITEM 5. | Other Information | 34 | ||||||
| ITEM 6. | Exhibits | 35 | ||||||
SIGNATURES | 36 | |||||||
3
Table of Contents
PART I – FINANCIAL INFORMATION
ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| Index | |||||
| Page | |||||
Condensed Consolidated Balance Sheets | 5 | ||||
Condensed Consolidated Statements of Operations | 6 | ||||
Condensed Consolidated Statements of Comprehensive Income (Loss) | 7 | ||||
Condensed Consolidated Statements of Stockholders’ Equity | 8 | ||||
Condensed Consolidated Statements of Cash Flows | 9 | ||||
Notes to Condensed Consolidated Financial Statements | 10 | ||||
Note 1. Overview and Accounting Policies | 10 | ||||
Note 2. Common Stock Repurchases | 11 | ||||
Note 3. Acquisitions | 11 | ||||
Note 4. Divestitures | 11 | ||||
Note 5. Equity Investments | 12 | ||||
Note 6. Intangible Assets and Goodwill | 12 | ||||
Note 7. Inventories | 13 | ||||
Note 8. Segment and Geographic Information | 13 | ||||
Note 9. Debt | 16 | ||||
Note 10. Fair Value Measurements | 17 | ||||
Note 11. Deferred Revenue and Remaining Performance Obligations | 17 | ||||
Note 12. Earnings (Loss) per Share | 18 | ||||
Note 13. Income Taxes | 18 | ||||
Note 14. Commitments and Contingencies | 19 | ||||
4
Table of Contents
TRIMBLE INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
| As of | |||||||||||
| Third Quarter of | Year End | ||||||||||
| 2026 | 2025 | ||||||||||
| (In millions, except par value) | |||||||||||
| ASSETS | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Accounts receivable, net | |||||||||||
| Inventories | |||||||||||
| Prepaid expenses | |||||||||||
| Other current assets | |||||||||||
| Total current assets | |||||||||||
| Property and equipment, net | |||||||||||
| Goodwill | |||||||||||
| Other purchased intangible assets, net | |||||||||||
| Deferred income tax assets | |||||||||||
| Equity investments | |||||||||||
| Other non-current assets | |||||||||||
| Total assets | $ | $ | |||||||||
LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||||||||
| Current liabilities: | |||||||||||
| Short-term debt | $ | $ | |||||||||
| Accounts payable | |||||||||||
| Accrued compensation and benefits | |||||||||||
| Deferred revenue | |||||||||||
| Income taxes payable | |||||||||||
| Other current liabilities | |||||||||||
| Total current liabilities | |||||||||||
| Long-term debt | |||||||||||
| Deferred revenue, non-current | |||||||||||
| Deferred income tax liabilities | |||||||||||
| Other non-current liabilities | |||||||||||
| Total liabilities | |||||||||||
Commitments and contingencies (Note 14) | |||||||||||
Stockholders’ equity: | |||||||||||
Preferred stock, $ | |||||||||||
Common stock, $ | |||||||||||
| Additional paid-in-capital | |||||||||||
| Retained earnings | |||||||||||
| Accumulated other comprehensive (loss) income | ( | ||||||||||
Total stockholders’ equity | |||||||||||
Total liabilities and stockholders’ equity | $ | $ | |||||||||
See accompanying Notes to the Condensed Consolidated Financial Statements.
5
Table of Contents
TRIMBLE INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
| Third Quarter of | First Three Quarters of | ||||||||||||||||||||||
| (In millions, except per share amounts) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Revenue: | |||||||||||||||||||||||
| Product | $ | $ | $ | $ | |||||||||||||||||||
| Subscription and services | |||||||||||||||||||||||
| Total revenue | |||||||||||||||||||||||
| Cost of sales: | |||||||||||||||||||||||
| Product | |||||||||||||||||||||||
| Subscription and services | |||||||||||||||||||||||
| Amortization of purchased intangible assets | |||||||||||||||||||||||
| Total cost of sales | |||||||||||||||||||||||
| Gross margin | |||||||||||||||||||||||
| Operating expense: | |||||||||||||||||||||||
| Research and development | |||||||||||||||||||||||
| Sales and marketing | |||||||||||||||||||||||
| General and administrative | |||||||||||||||||||||||
| Restructuring | |||||||||||||||||||||||
| Amortization of purchased intangible assets | |||||||||||||||||||||||
| Total operating expense | |||||||||||||||||||||||
| Operating income | |||||||||||||||||||||||
| Non-operating (expense) income, net: | |||||||||||||||||||||||
| Goodwill impairment | ( | ||||||||||||||||||||||
| Interest expense, net | ( | ( | ( | ( | |||||||||||||||||||
| Income (loss) from equity method investments, net | ( | ||||||||||||||||||||||
| Other (loss) income, net | ( | ( | |||||||||||||||||||||
| Total non-operating expense, net | ( | ( | ( | ( | |||||||||||||||||||
| Income (loss) before taxes | ( | ||||||||||||||||||||||
| Income tax provision | |||||||||||||||||||||||
| Net income (loss) | $ | $ | $ | ( | $ | ||||||||||||||||||
| Earnings (loss) per share: | |||||||||||||||||||||||
| Basic | $ | $ | $ | ( | $ | ||||||||||||||||||
| Diluted | $ | $ | $ | ( | $ | ||||||||||||||||||
| Shares used in calculating earnings (loss) per share: | |||||||||||||||||||||||
| Basic | |||||||||||||||||||||||
| Diluted | |||||||||||||||||||||||
See accompanying Notes to the Condensed Consolidated Financial Statements.
6
Table of Contents
TRIMBLE INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(UNAUDITED)
| Third Quarter of | First Three Quarters of | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| (In millions) | |||||||||||||||||||||||
| Net income (loss) | $ | $ | $ | ( | $ | ||||||||||||||||||
| Other comprehensive income (loss), net of tax | |||||||||||||||||||||||
| Foreign currency translation adjustments, net of tax | ( | ( | ( | ||||||||||||||||||||
| Net change related to derivatives and other, net of tax | ( | ( | ( | ( | |||||||||||||||||||
| Comprehensive income (loss) | $ | $ | $ | ( | $ | ||||||||||||||||||
See accompanying Notes to the Condensed Consolidated Financial Statements.
7
Table of Contents
TRIMBLE INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(UNAUDITED)
(in millions) | Common stock | Retained Earnings | Accumulated Other Comprehensive Loss | Total Stockholders’ Equity | |||||||||||||||||||||||||||||||
| Third Quarter Ended October 2, 2026 | Shares | Amount | Additional Paid-In Capital | ||||||||||||||||||||||||||||||||
| Balance as of July 3, 2026 | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||
| Net income | — | — | — | — | |||||||||||||||||||||||||||||||
| Other comprehensive loss | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||
| Issuance of common stock under employee plans, net of tax withholdings | — | ( | — | ||||||||||||||||||||||||||||||||
Stock repurchases | ( | — | ( | ( | — | ( | |||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | |||||||||||||||||||||||||||||||
| Balance as of October 2, 2026 | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||
| Common stock | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Total Stockholders’ Equity | ||||||||||||||||||||||||||||||||
| First Three Quarters Ended October 2, 2026 | Shares | Amount | Additional Paid-In Capital | ||||||||||||||||||||||||||||||||
| Balance as of January 2, 2026 | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||
| Net loss | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||
| Other comprehensive loss | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||
| Issuance of common stock under employee plans, net of tax withholdings | — | ( | — | ( | |||||||||||||||||||||||||||||||
Stock repurchases | ( | — | ( | ( | — | ( | |||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | |||||||||||||||||||||||||||||||
| Balance as of October 2, 2026 | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||
(in millions) | Common stock | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Total Stockholders’ Equity | |||||||||||||||||||||||||||||||
| Third Quarter Ended October 3, 2025 | Shares | Amount | Additional Paid-In Capital | ||||||||||||||||||||||||||||||||
| Balance as of July 4, 2025 | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||
| Net income | — | — | — | — | |||||||||||||||||||||||||||||||
| Other comprehensive loss | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||
| Issuance of common stock under employee plans, net of tax withholdings | — | ( | — | ||||||||||||||||||||||||||||||||
Stock repurchases | ( | — | ( | ( | — | ( | |||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | |||||||||||||||||||||||||||||||
| Balance as of October 3, 2025 | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||
| Common stock | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Total Stockholders’ Equity | ||||||||||||||||||||||||||||||||
| First Three Quarters Ended October 3, 2025 | Shares | Amount | Additional Paid-In Capital | ||||||||||||||||||||||||||||||||
| Balance as of January 3, 2025 | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||
| Net income | — | — | — | — | |||||||||||||||||||||||||||||||
Other comprehensive income | — | — | — | — | |||||||||||||||||||||||||||||||
| Issuance of common stock under employee plans, net of tax withholdings | — | ( | — | ( | |||||||||||||||||||||||||||||||
Stock repurchases | ( | — | ( | ( | — | ( | |||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | |||||||||||||||||||||||||||||||
| Balance as of October 3, 2025 | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||
See accompanying Notes to the Condensed Consolidated Financial Statements.
8
Table of Contents
TRIMBLE INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
| First Three Quarters of | |||||||||||
| (In millions) | 2026 | 2025 | |||||||||
| Cash flow from operating activities: | |||||||||||
| Net (loss) income | $ | ( | $ | ||||||||
| Adjustments to reconcile net (loss) income to net cash provided by operating activities: | |||||||||||
| Depreciation and amortization | |||||||||||
| Goodwill impairment | |||||||||||
| Deferred income taxes | ( | ( | |||||||||
| Stock-based compensation | |||||||||||
| Other, net | |||||||||||
| (Increase) decrease in assets: | |||||||||||
| Accounts receivable, net | |||||||||||
| Inventories | |||||||||||
| Other current and non-current assets | ( | ( | |||||||||
| Increase (decrease) in liabilities: | |||||||||||
| Accounts payable | ( | ||||||||||
| Accrued compensation and benefits | ( | ( | |||||||||
| Deferred revenue | ( | ( | |||||||||
| Income taxes payable | ( | ( | |||||||||
| Other current and non-current liabilities | ( | ||||||||||
| Net cash provided by operating activities | |||||||||||
| Cash flow from investing activities: | |||||||||||
| Divestitures of businesses, net of cash divested | ( | ( | |||||||||
| Acquisitions of businesses, net of cash acquired | ( | ( | |||||||||
| Purchases of property and equipment | ( | ( | |||||||||
| Other, net | ( | ( | |||||||||
| Net cash used in investing activities | ( | ( | |||||||||
| Cash flow from financing activities: | |||||||||||
| Issuance of common stock, net of tax withholdings | ( | ||||||||||
| Repurchases of common stock | ( | ( | |||||||||
| Proceeds from debt and revolving credit lines | |||||||||||
| Payments on debt and revolving credit lines | ( | ( | |||||||||
| Other, net | ( | ( | |||||||||
| Net cash used in financing activities | ( | ( | |||||||||
| Effect of exchange rate changes on cash and cash equivalents | ( | ||||||||||
| Net decrease in cash and cash equivalents | ( | ( | |||||||||
Cash and cash equivalents - beginning of period (1) | |||||||||||
Cash and cash equivalents - end of period | $ | $ | |||||||||
Supplemental cash flow disclosure: | |||||||||||
| Cash paid for income taxes, net | $ | $ | |||||||||
Non-cash equity investments (Note 4) | |||||||||||
(1) Includes $ | |||||||||||
See accompanying Notes to the Condensed Consolidated Financial Statements.
9
Table of Contents
TRIMBLE INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 1. OVERVIEW AND ACCOUNTING POLICIES
Basis of Presentation
The Condensed Consolidated Financial Statements include the results of our consolidated subsidiaries. Intercompany accounts and transactions have been eliminated.
The interim financial information is unaudited, and reflects all normal adjustments that are, in our opinion, necessary to provide a fair statement of results for the interim periods presented. This report should be read in conjunction with our 2025 Form 10-K, which includes additional information about our significant accounting policies and the methods and assumptions used in our estimates.
We prepared our interim Condensed Consolidated Financial Statements that accompany these notes in conformity with U.S. GAAP, consistent in all material respects with those applied in our 2025 Form 10-K.
We use a 52- to 53-week fiscal year ending on the Friday nearest to December 31. Fiscal years 2026 and 2025 are 52-week years. The third quarter of 2026 and 2025 ended on October 2, 2026 and October 3, 2025. Unless otherwise stated, all dates refer to these periods.
Use of Estimates
The preparation of financial statements in accordance with U.S. 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 prices of promised goods or services; (ii) inventory valuation; (iii) valuation of investments; (iv) valuation of long-lived assets and their estimated useful lives; (v) goodwill and other long-lived asset impairment analyses; (vi) stock-based compensation; and (vii) income taxes. We base our estimates on historical experience and various other assumptions we believe to be reasonable. Actual results may differ materially from our estimates.
Recently Issued Accounting Pronouncements Not Yet Adopted
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.
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 costs and expense line items that are presented on the face of the income statement. The disaggregation includes: (i) amounts of purchased inventory, employee compensation, depreciation, amortization, and other related costs and expenses; (ii) an explanation of costs and expenses that are not disaggregated on a quantitative basis; 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 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 at the balance sheet date remain unchanged over the remaining life of the asset. We adopted the ASU in the first quarter of 2026 by electing the practical expedient. The adoption had no material impact on our consolidated financial statements.
10
Table of Contents
NOTE 2. COMMON STOCK REPURCHASES
On December 3, 2025, the Board of Directors approved a stock repurchase program for up to $1.0 billion in repurchases of our common stock (the “December 2025 Program”).
On August 10, 2026, the Board of Directors approved a new stock repurchase program authorizing up to $1.0 billion in repurchases of our common stock (the “August 2026 Program”), which replaced the December 2025 Program, of which $608.2 million was remaining as of the end of the second quarter of 2026 and was subsequently cancelled.
Under the August 2026 Program, we may repurchase common 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 sources and uses of capital, applicable legal requirements, and other factors. This program may be suspended, modified, or discontinued at any time at our discretion without prior notice. At the end of the third quarter of 2026, there were remaining authorized funds of $768.3 million.
During the third quarter and the first three quarters of 2026, we repurchased approximately 4.0 million and 8.7 million shares of common stock in open market purchases at an average price of $58.45 and $63.40 per share for a total of $231.7 million and $548.6 million, excluding related excise taxes.
During the third quarter and the first three quarters of 2025, we repurchased approximately 0.6 million and 10.3 million shares of common stock in open market purchases at an average price of $80.88 and $70.69 per share for a total of $50.0 million and $727.4 million, excluding related excise taxes.
Stock repurchases are reflected as a decrease to common stock based on par value and additional-paid-in-capital, determined by the average book value per share of outstanding stock, calculated at the time of each individual repurchase transaction. The excess of the purchase price over this average for each repurchase was charged to retained earnings. Stock repurchases were recorded based upon the trade date.
NOTE 3. ACQUISITIONS
Document Crunch Acquisition
On April 4, 2026, we completed the acquisition of Document Crunch, Inc. (“Document Crunch”) for cash consideration of $246.4 million for 100 % of the equity interests in Document Crunch. Document Crunch is an AI platform advanced in construction-specific AI document analysis and risk management across the project lifecycle. This acquisition aims to strengthen document intelligence and compliance automation across our construction ecosystem and enhance existing workflows in project management and the construction enterprise resource planning (“ERP”) system.
As a result of the acquisition, we recognized net identifiable assets of $39.4 million, including intangible assets of $32.4 million. The fair value of intangible assets acquired is generally determined based on a discounted cash flow analysis. The excess of purchase consideration over the fair value of net identifiable assets acquired was recorded as goodwill of $207.0 million representing future product development and company-specific synergies.
Document Crunch is reported as part of our Architects, Engineers, Construction, and Owners (“AECO”) segment. The Condensed Consolidated Statements of Income include the operating results of the acquired business from the date of acquisition. The acquisition contributed less than 1
NOTE 4. DIVESTITURES
Mobility Divestiture
On February 8, 2025, we completed the sale of our global transportation telematics (“Mobility”) business to Platform Science, Inc. (“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 in the third quarter of 2024 to the closing date. Mobility was reported as a part of our Transportation and Logistics (“T&L”) segment.
11
Table of Contents
There were no material divestitures in the first three quarters of 2026.
NOTE 5. EQUITY INVESTMENTS
The following table presents our equity investments in non-marketable securities:
| As of | |||||||||||
| Third Quarter of | Year End | ||||||||||
| 2026 | 2025 | ||||||||||
| (In millions) | |||||||||||
Equity method investments | $ | $ | |||||||||
Other investments | |||||||||||
Total equity investments | $ | $ | |||||||||
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 15 209.1 million and $216.8 million at the end of the third quarter of 2026 and end of 2025.
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 32.5 253.9
NOTE 6. INTANGIBLE ASSETS AND GOODWILL
Intangible Assets
The following table presents a summary of our intangible assets:
As of | |||||||||||||||||||||||||||||||||||
| Third Quarter of 2026 | Year End 2025 | ||||||||||||||||||||||||||||||||||
| Gross | Gross | ||||||||||||||||||||||||||||||||||
| Carrying | Accumulated | Net Carrying | Carrying | Accumulated | Net Carrying | ||||||||||||||||||||||||||||||
| (In millions) | Amount | Amortization | Amount | Amount | Amortization | Amount | |||||||||||||||||||||||||||||
| Developed product technology | $ | $ | ( | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||
| Customer relationships | ( | ( | |||||||||||||||||||||||||||||||||
Trade names and other intellectual properties | ( | ( | |||||||||||||||||||||||||||||||||
| $ | $ | ( | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||
The estimated future amortization expense of intangible assets at the end of the third quarter of 2026 was as follows:
| (In millions) | |||||
| 2026 (Remaining) | $ | ||||
| 2027 | |||||
| 2028 | |||||
| 2029 | |||||
| 2030 | |||||
| Thereafter | |||||
| Total | $ | ||||
12
Table of Contents
Goodwill
The changes in the carrying amount of goodwill by segment for the first three quarters of 2026 were as follows:
| AECO | Field Systems | T&L | Total | ||||||||||||||||||||
| (In millions) | |||||||||||||||||||||||
Balance as of year end 2025 | $ | $ | $ | $ | |||||||||||||||||||
| Additions due to acquisitions | |||||||||||||||||||||||
| Goodwill impairment | ( | ( | |||||||||||||||||||||
| Foreign currency translation and other adjustments | ( | ( | ( | ( | |||||||||||||||||||
| Balance as of the end of the third quarter of 2026 | $ | $ | $ | $ | |||||||||||||||||||
Goodwill impairment
During the second quarter of 2026, we identified a triggering event for goodwill impairment testing due to a sustained decline in market capitalization and stock price reflecting heightened macroeconomic uncertainty and lower market multiples for software businesses. As a result, we performed an interim assessment of our goodwill and other long-lived assets and recorded a goodwill impairment of $562.0 million in our T&L reporting unit. The impairment amount represents the excess of the carrying value of the T&L reporting unit over its fair value, which we estimated using a combination of income- and market-based valuation approaches and inputs.
NOTE 7. INVENTORIES
The components of inventories, net were as follows:
| As of | |||||||||||
| Third Quarter of | Year End | ||||||||||
| 2026 | 2025 | ||||||||||
| (In millions) | |||||||||||
| Raw materials | $ | $ | |||||||||
| Work-in-process | |||||||||||
| Finished goods | |||||||||||
| Total inventories | $ | $ | |||||||||
NOTE 8. SEGMENT AND GEOGRAPHIC INFORMATION
We determined our operating segments based on how our Chief Executive Officer, who is our Chief Operating Decision Maker (“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. Our CODM uses segment revenue and operating income to assess segment performance and to allocate resources. The CODM evaluates segment revenue and operating income by considering periodic forecast-to-actual variances and trends, as well as overall strategic initiatives. Asset information by segments is not regularly reviewed by the CODM.
In each of our segments, we sell many individual products. For this reason, it is impracticable to segregate and identify revenue for each of the individual products or group of products we sell.
Our reportable segments are described below:
•AECO. 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 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.
•Transportation and Logistics. 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
13
Table of Contents
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 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 segment’s performance and allocates resources.
Reportable Segments | |||||||||||||||||
| AECO | Field Systems | T&L | |||||||||||||||
| (In millions) | |||||||||||||||||
| Third Quarter of 2026 | |||||||||||||||||
| Segment revenue | $ | $ | $ | ||||||||||||||
Cost of sales | |||||||||||||||||
Operating expense | |||||||||||||||||
Operating income | $ | $ | $ | ||||||||||||||
Operating income % | % | % | % | ||||||||||||||
| Third Quarter of 2025 | |||||||||||||||||
| Segment revenue | $ | $ | $ | ||||||||||||||
Cost of sales | |||||||||||||||||
Operating expense | |||||||||||||||||
Operating income | $ | $ | $ | ||||||||||||||
Operating income % | % | % | % | ||||||||||||||
| First Three Quarters of 2026 | |||||||||||||||||
| Segment revenue | $ | $ | $ | ||||||||||||||
Cost of sales | |||||||||||||||||
Operating expense | |||||||||||||||||
Operating income | $ | $ | $ | ||||||||||||||
Operating income % | % | % | % | ||||||||||||||
| First Three Quarters of 2025 | |||||||||||||||||
| Segment revenue | $ | $ | $ | ||||||||||||||
Cost of sales | |||||||||||||||||
Operating expense | |||||||||||||||||
Operating income | $ | $ | $ | ||||||||||||||
Operating income % | % | % | % | ||||||||||||||
A reconciliation of the condensed consolidated segment operating income to condensed consolidated income (loss) before income taxes was as follows:
| Third Quarter of | First Three Quarters of | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| (In millions) | |||||||||||||||||||||||
Total segment operating income | $ | $ | $ | $ | |||||||||||||||||||
| Unallocated general corporate expenses | ( | ( | ( | ( | |||||||||||||||||||
| Amortization of purchased intangible assets | ( | ( | ( | ( | |||||||||||||||||||
| Acquisition / divestiture items | ( | ( | ( | ( | |||||||||||||||||||
| Stock-based compensation / deferred compensation | ( | ( | ( | ( | |||||||||||||||||||
| Restructuring and other costs | ( | ( | ( | ( | |||||||||||||||||||
| Consolidated operating income | |||||||||||||||||||||||
| Total non-operating expense, net | ( | ( | ( | ( | |||||||||||||||||||
| Consolidated income (loss) before taxes | $ | $ | $ | ( | $ | ||||||||||||||||||
14
Table of Contents
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 Reportable Segments tables above.
Reportable Segments | |||||||||||||||||||||||
| AECO | Field Systems | T&L | Total | ||||||||||||||||||||
| (In millions) | |||||||||||||||||||||||
| Third Quarter of 2026 | |||||||||||||||||||||||
| North America | $ | $ | $ | $ | |||||||||||||||||||
| Europe | |||||||||||||||||||||||
| Asia Pacific | |||||||||||||||||||||||
| Rest of World | |||||||||||||||||||||||
| Total segment revenue | $ | $ | $ | $ | |||||||||||||||||||
| Third Quarter of 2025 | |||||||||||||||||||||||
| North America | $ | $ | $ | $ | |||||||||||||||||||
| Europe | |||||||||||||||||||||||
| Asia Pacific | |||||||||||||||||||||||
| Rest of World | |||||||||||||||||||||||
| Total segment revenue | $ | $ | $ | $ | |||||||||||||||||||
| First Three Quarters of 2026 | |||||||||||||||||||||||
| North America | $ | $ | $ | $ | |||||||||||||||||||
| Europe | |||||||||||||||||||||||
| Asia Pacific | |||||||||||||||||||||||
| Rest of World | |||||||||||||||||||||||
| Total segment revenue | $ | $ | $ | $ | |||||||||||||||||||
| First Three Quarters of 2025 | |||||||||||||||||||||||
| North America | $ | $ | $ | $ | |||||||||||||||||||
| Europe | |||||||||||||||||||||||
| Asia Pacific | |||||||||||||||||||||||
| Rest of World | |||||||||||||||||||||||
| Total segment revenue | $ | $ | $ | $ | |||||||||||||||||||
Total revenue in the United States, as included in the Condensed Consolidated Statements of Income, was $545.7 million and $484.3 million for the third quarter, and $1.6 billion and $1.4 billion for the first three quarters of 2026 and 2025. No single customer or country other than the United States accounted for 10% or more of our total revenue.
15
Table of Contents
NOTE 9. DEBT
Total outstanding debt consisted of the following:
As of | ||||||||||||||||||||||||||
| Effective interest rate | Third Quarter of | Year End | ||||||||||||||||||||||||
| Instrument | Date of Issuance | 2026 | 2025 | |||||||||||||||||||||||
| (In millions) | ||||||||||||||||||||||||||
| Senior Notes: | ||||||||||||||||||||||||||
Senior Notes, | June 2018 | $ | $ | |||||||||||||||||||||||
Senior Notes, | March 2023 | |||||||||||||||||||||||||
| Credit Facilities: | ||||||||||||||||||||||||||
| 2025 Revolving Credit Facility, due December 2030 | December 2025 | |||||||||||||||||||||||||
| Uncommitted Credit Facilities, floating rate | ||||||||||||||||||||||||||
| Unamortized discount and issuance costs | ( | ( | ||||||||||||||||||||||||
| Total debt | $ | $ | ||||||||||||||||||||||||
| Less: Short-term debt | ||||||||||||||||||||||||||
Total long-term debt | $ | $ | ||||||||||||||||||||||||
Debt Maturities
At the end of the third quarter of 2026, our debt maturities based on outstanding principal were as follows (in millions):
| Year Payable | |||||
| 2026 (Remaining) | $ | ||||
| 2027 | |||||
| 2028 | |||||
| 2029 | |||||
| 2030 | |||||
| Thereafter | |||||
| Total | $ | ||||
All of our senior notes are unsecured obligations. Interest on the senior notes is payable semi-annually in June and December of each year for the 2028 senior notes and in March and September of each year for the 2033 senior notes. Additional details are unchanged from the information disclosed in Note 9, Debt of the 2025 Form 10-K.
Credit Facilities
2025 Credit Facility
In 2025, we entered into a five-year , unsecured, revolving credit facility in the aggregate principal amount of $1.25 billion (the “2025 Credit Facility”), which replaced the prior 2022 Credit Facility maturing in March 2027. Subject to the satisfaction of certain conditions, we may increase the commitments for revolving loans by an aggregate principal amount of up to $500.0 million. The proceeds from 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. At the end of the third quarter of 2026, $50.0 million remained outstanding under the 2025 Credit Facility.
At the end of the third quarter of 2026, we were in compliance with our debt covenants for the 2025 Credit Facility. Additional details are unchanged from the information disclosed in Note 9, Debt of the 2025 Form 10-K.
Uncommitted Facilities
At the end of the third quarter of 2026, we had one $150.0 million revolving credit facility, which was increased during the second quarter from a previous credit limit of $75.0 million, and one €100.0 million revolving credit facility. Both of these facilities 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 Condensed Consolidated Balance Sheet.
16
Table of Contents
At the end of the third quarter of 2026, $90.2 million remained outstanding under such uncommitted facilities.
2026 Term Loan
On October 2, 2026, we entered into a term loan credit agreement (the “2026 Term Loan”) providing for an unsecured delayed draw term loan facility in the aggregate principal amount of $500.0 million. The proceeds of the 2026 Term Loan may be used for general corporate purposes. The 2026 Term Loan permits up to four separate draws on or prior to January 29, 2027, and each loan would mature two years after the initial borrowing date. The 2026 Term Loan is prepayable without premium or penalty.
Borrowings under the 2026 Term Loan will bear interest, at the Company’s option, at either: (i) the alternate base rate plus a margin that ranges from 0.000 % to 0.750 %, or (ii) the adjusted term secured overnight financing rate (SOFR) plus a margin that ranges from 0.875 % to 1.750 %. The Company will pay a ticking fee on daily undrawn commitments accruing from December 1, 2026 to, but excluding, the commitment termination date, ranging from 0.075 % to 0.275 % per annum. Both the actual interest margin and ticking fee are based on the Company’s applicable credit rating or leverage ratio, whichever results in more favorable pricing to the Company.
As of October 2, 2026, no amounts have been drawn under the 2026 Term Loan.
The 2026 Term Loan contains customary covenants, including, among other requirements, limitations that restrict the Company and its subsidiaries’ ability to create liens and restrictions on the ability of the Company’s subsidiaries to incur indebtedness. Further, the 2026 Term Loan contains a financial covenant that requires the maintenance of a maximum leverage ratio. At the end of the third quarter of 2026, we were in compliance with our debt covenants for the 2026 Term Loan.
NOTE 10. FAIR VALUE MEASUREMENTS
Fair value is measured by using observable inputs, or to the extent necessary, unobservable inputs.
Financial instruments recorded at fair value include our deferred compensation plan. The fair value was $30.0 30.8
Financial instruments not recorded at fair value on a recurring basis (debt) had an estimated fair value of $1.5
NOTE 11. DEFERRED REVENUE AND REMAINING PERFORMANCE OBLIGATIONS
Deferred Revenue
Changes in our deferred revenue during the third quarter of 2026 and 2025 were as follows:
| Third Quarter of | First Three Quarters of | ||||||||||||||||||||||
| (In millions) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Beginning balance of the period | $ | $ | $ | $ | |||||||||||||||||||
Revenue recognized from prior year-end | ( | ( | ( | ( | |||||||||||||||||||
Billings net of revenue recognized from current year and other | |||||||||||||||||||||||
| Ending balance of the period | $ | $ | $ | $ | |||||||||||||||||||
Remaining Performance Obligations
At the end of the third quarter of 2026, approximately $2.0 billion of revenue was expected to be recognized from remaining performance obligations for which goods or services had 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 69 %, of our remaining performance obligations as revenue during the next 12 months and the remainder thereafter.
17
Table of Contents
NOTE 12. EARNINGS (LOSS) PER SHARE
Basic earnings (loss) per share is computed based on the weighted-average number of shares of common stock outstanding during the period. Diluted earnings (loss) per share is computed based on the weighted-average number of shares of common stock outstanding during the period plus additional shares of common stock that would have been outstanding if potentially dilutive securities had been issued. Potentially dilutive shares of common stock include outstanding stock options, restricted stock units, contingently issuable shares, and shares to be purchased under our employee stock purchase plan.
The following table shows the computation of basic and diluted earnings (loss) per share:
| Third Quarter of | First Three Quarters of | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| (In millions, except per share amounts) | |||||||||||||||||||||||
| Numerator: | |||||||||||||||||||||||
| Net income (loss) | $ | $ | $ | ( | $ | ||||||||||||||||||
| Denominator: | |||||||||||||||||||||||
Weighted-average shares of common stock outstanding - basic | |||||||||||||||||||||||
| Effect of dilutive securities | |||||||||||||||||||||||
Weighted-average shares of common stock outstanding - diluted | |||||||||||||||||||||||
| Net earnings (loss) per share | |||||||||||||||||||||||
| Basic | $ | $ | $ | ( | $ | ||||||||||||||||||
| Diluted | $ | $ | $ | ( | $ | ||||||||||||||||||
Antidilutive shares (1) | |||||||||||||||||||||||
(1) Antidilutive stock-based awards are excluded from the weighted-average shares used to calculate diluted earnings (loss) per share because of their antidilutive impact.
NOTE 13. INCOME TAXES
For the third quarter of 2026, our effective income tax rate was 51.3 %, as compared to 10.9 % in the corresponding period in 2025. The increase was primarily driven by a one-time tax reserve charge, partially offset by a one-time deferred tax benefit from an internal restructuring during the third quarter of 2026, and a one-time benefit from the revaluation of deferred tax liabilities due to a German tax rate decrease in the prior year.
For the first three quarters, our effective income tax rate was (63.2 )%, as compared to 17.7 % in the prior year. The negative effective income tax rate was due to an income tax expense, including the additional one-time tax charge described above, against a pre-tax loss that primarily resulted from a non-deductible goodwill impairment recognized during the second quarter of 2026.
Unrecognized tax benefits of $147.7 million and $40.0 million at the end of the third quarter of 2026 and the end of 2025, if recognized, would favorably affect the effective income tax rate in future periods. We recorded a one-time unrecognized tax benefit of $107.6 million related to the internal restructuring during the third quarter of 2026. At the end of the third quarter of 2026 and at the end of 2025, we accrued interest and penalties of $15.5 million and $9.3 million.
We accounted for the tax implications of the enacted OBBBA, and the impact to our 2026 tax rate is immaterial. The OBBBA permanently repeals the domestic R&D capitalization requirement. As a result, we expect cash tax reductions of approximately $53.0 million in 2026.
18
Table of Contents
NOTE 14. COMMITMENTS AND CONTINGENCIES
Commitments
At the end of the third quarter of 2026, we had non-cancellable purchase commitments of approximately $634.7 million. 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.
Early Retirement Voluntary Offering (“ERVO”)
In June 2026, we initiated an ERVO program for certain employees in designated countries. The program was available to certain salaried employees who met the age and length-of-service criteria; and eligible employees were required to confirm enrollment by July 8, 2026. The impacts on restructuring costs and the resulting liabilities are immaterial.
Litigation
There are no material legal proceedings.
19
Table of Contents
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
There have been no material changes to our critical accounting policies and estimates during the first three quarters of 2026. For a complete discussion of our critical accounting policies and estimates, refer to the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section of the 2025 Form 10-K.
RECENT ACCOUNTING PRONOUNCEMENTS
For a summary of recent accounting pronouncements applicable to our Condensed Consolidated Financial Statements, refer to Note 1, Overview and Accounting Policies of this report.
EXECUTIVE LEVEL OVERVIEW
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.
Trimble offers a diverse range of coherent capabilities that connect applications, data, workflows, and mobile technologies to more efficiently orchestrate work, often in mixed stakeholder, mixed user, and mixed fleet environments. We deploy AI, Generative AI, Machine Learning, Computer Vision, and similar technologies into our solutions across our business segments to deliver customer value through process automation and operational insights.
Our representative customers include asset owners; general and specialty contractors; architects, engineers and designers; surveyors; energy and utility companies; transportation shippers and carriers, as well as state, federal, and municipal governments.
Our growth strategy is centered on multiple elements:
•Continue to execute on our Connect & Scale strategy, incorporating AI capabilities;
•Deliver customer outcomes that can enable productivity, quality, safety, transparency, and environmental sustainability;
•Focus on platforms, software, services, and data;
•Address attractive markets with significant growth and profitability potential;
•Capitalize on domain knowledge and technological innovation that benefit a diverse customer base;
•Drive geographic expansion with a localization strategy;
•Optimize go-to-market strategies to best access our markets;
•Pursue strategic and targeted acquisitions, divestitures, joint ventures, and investments; and
•Expand operating margins through operational efficiency, organizational streamlining, and other targeted cost-savings initiatives.
Our focus on these growth drivers has led to sustained growth in revenue and profitability, evolving into a more streamlined and resilient business model. We continue to experience a shift toward a more significant mix of recurring revenue as demonstrated by our success in driving annualized recurring revenue (“ARR”) of $2.6 billion, which represents growth of 11% year-over-year at the end of the third quarter of 2026. Excluding the impact of foreign currency, acquisitions, and divestitures, organic ARR growth was 10%. This shift toward recurring revenue has positively impacted our revenue mix, growth, and profitability over time and is leading to improved visibility in our businesses. Our software, services, and recurring revenue represented 76% and 77% of total revenue for the third quarter and the first three quarters of 2026. Additionally, we continue to maintain focus on increasing our mix of higher margin recurring revenue, which was accelerated by our most recent acquisitions and divestitures.
As our solutions have expanded, our go-to-market model has also evolved with a balanced mix between direct, distribution, and OEM customers as well as enterprise-level customer relationships.
Throughout this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section, we refer to organic revenue growth, which is a non-GAAP measure. For a full definition of ARR, organic ARR, and organic revenue growth as used in this discussion and analysis, refer to “Supplemental Disclosure of Non-GAAP Financial Measures and Annualized Recurring Revenue” below in this Item 2.
20
Table of Contents
Impact of Recent Events on Our Business
Acquisitions and Divestitures
We acquire businesses that align with our long-term growth strategies including our strategic product roadmap and, conversely, we divest certain businesses that no longer fit those strategies. This is demonstrated by the 15 acquisitions and 25 divestitures that we have completed since 2020.
Document Crunch Acquisition
On April 4, 2026, we acquired 100% of the equity interests in Document Crunch for cash consideration of $246.4 million. Document Crunch is an AI platform advanced in construction-specific AI document analysis and risk management across the project lifecycle. This acquisition aims to strengthen document intelligence and compliance automation across our construction ecosystem and enhance existing workflows in project management and the construction ERP system. Document Crunch is reported as part of our AECO segment. We included the financial results of Document Crunch in our Consolidated Financial Statements starting in the second quarter of 2026.
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 of 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 in the third quarter of 2024 to the closing date. Mobility was reported as a part of our T&L segment.
Macroeconomic Conditions
Global macroeconomic conditions remain challenging, influenced by persistent inflationary pressures, interest and exchange rate volatility, the ongoing conflict in the Middle East, and evolving trade policies. Additionally, expanded AI infrastructure deployment and data center expansions are driving strong demand and price increases for certain commodities. We are actively managing input costs and procurement timelines through strategic sourcing and regional inventory positioning.
In the second quarter of 2026, we received approval for a $17.8 million tariff refund under the U.S. Customs and Border Protection (CBP) IEEPA refund program, which was received by the end of the third quarter of 2026. In certain cases, we passed refund amounts on to customers. We reversed the previously recognized cost of goods sold and recorded the customer refunds as a reduction of revenue in the second quarter of 2026.
21
Table of Contents
RESULTS OF OPERATIONS
Overview
The following table shows revenue by category, gross margin and gross margin as a percentage of revenue, operating income and operating income as a percentage of revenue, diluted earnings per share, and annualized recurring revenue compared for the periods indicated:
| Third Quarter of | First Three Quarters of | ||||||||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | Dollar Change | % Change | 2026 | 2025 | Dollar Change | % Change | ||||||||||||||||||||||||||||||||||||||||
| (In millions, except per share amounts) | |||||||||||||||||||||||||||||||||||||||||||||||
| Revenue: | |||||||||||||||||||||||||||||||||||||||||||||||
| Product | $ | 324.3 | $ | 302.5 | $ | 21.8 | 7% | $ | 966.9 | $ | 866.9 | $ | 100.0 | 12% | |||||||||||||||||||||||||||||||||
| Subscription and services | 642.5 | 598.7 | 43.8 | 7% | 1,911.8 | 1,750.6 | 161.2 | 9% | |||||||||||||||||||||||||||||||||||||||
| Total revenue | $ | 966.8 | $ | 901.2 | $ | 65.6 | 7% | $ | 2,878.7 | $ | 2,617.5 | $ | 261.2 | 10% | |||||||||||||||||||||||||||||||||
| Gross margin | $ | 659.1 | $ | 621.1 | $ | 38.0 | 6% | $ | 1,980.3 | $ | 1,779.8 | $ | 200.5 | 11% | |||||||||||||||||||||||||||||||||
| Gross margin as a % of revenue | 68.2 | % | 68.9 | % | 68.8 | % | 68.0 | % | |||||||||||||||||||||||||||||||||||||||
| Operating income | $ | 142.0 | $ | 150.5 | $ | (8.5) | (6)% | $ | 418.0 | $ | 375.8 | $ | 42.2 | 11% | |||||||||||||||||||||||||||||||||
| Operating income as a % of revenue | 14.7 | % | 16.7 | % | 14.5 | % | 14.4 | % | |||||||||||||||||||||||||||||||||||||||
| Diluted earnings (loss) per share | $ | 0.25 | $ | 0.46 | $ | (0.21) | (46)% | $ | (1.34) | $ | 1.10 | $ | (2.44) | (222)% | |||||||||||||||||||||||||||||||||
Non-GAAP operating income (1) | $ | 262.6 | $ | 254.2 | $ | 8.4 | 3% | $ | 766.4 | $ | 675.0 | $ | 91.4 | 14% | |||||||||||||||||||||||||||||||||
Non-GAAP operating income as a % of revenue (1) | 27.2 | % | 28.2 | % | 26.6 | % | 25.8 | % | |||||||||||||||||||||||||||||||||||||||
Non-GAAP diluted earnings per share (1) | $ | 0.86 | $ | 0.81 | $ | 0.05 | 6% | $ | 2.51 | $ | 2.13 | $ | 0.38 | 18% | |||||||||||||||||||||||||||||||||
Annualized Recurring Revenue (1) | $ | 2,564.3 | $ | 2,310.3 | $ | 254.0 | 11% | N/A | N/A | N/A | N/A | ||||||||||||||||||||||||||||||||||||
(1) Refer to “Supplemental Disclosure of Non-GAAP Financial Measures and Annualized Recurring Revenue” of this report for definitions.
22
Table of Contents
Third Quarter and First Three Quarters of 2026 as Compared to 2025
Revenue
Change versus the corresponding period in 2025 | Third Quarter of 2026 | First Three Quarters of 2026 | ||||||||||||||||||||||||||||||||||||
| % Change | % Change | |||||||||||||||||||||||||||||||||||||
| Product | Subscription and Services | Total Revenue | Product | Subscription and Services | Total Revenue | |||||||||||||||||||||||||||||||||
| Change in Revenue | 7 | % | 7 | % | 7 | % | 12 | % | 9 | % | 10 | % | ||||||||||||||||||||||||||
| Divestitures | — | % | — | % | — | % | — | % | (1) | % | (1) | % | ||||||||||||||||||||||||||
| Foreign currency exchange | — | % | — | % | — | % | 1 | % | 1 | % | 2 | % | ||||||||||||||||||||||||||
| Organic growth | 7 | % | 7 | % | 7 | % | 11 | % | 9 | % | 9 | % | ||||||||||||||||||||||||||
Total organic revenue increased for the third quarter and first three quarters from both strong product demand and subscription and services growth, primarily in our AECO and Field Systems segments.
Organic product revenue increased for the third quarter and first three quarters primarily due to strong end-user demand for civil construction solutions and revenue growth in geospatial products.
Organic subscription and services revenue increased for the third quarter and first three quarters primarily due to subscription growth across all segments, most notably, in AECO.
Gross Margin
Gross margin increased for the third quarter primarily due to organic revenue growth. Gross margin as a percentage of revenues slightly decreased for the third quarter due to a higher mix of hardware revenue with lower gross margins.
Gross margin and gross margin as a percentage of revenues increased for the first three quarters primarily due to revenue growth and the improved mix of higher margin subscription and software term license sales.
Operating Income
Operating income decreased for the third quarter due to higher operating expenses, including higher sales and marketing costs associated with revenue growth, and higher restructuring expenses associated with cost-savings initiatives. Operating income as a percentage of revenue decreased for the third quarter primarily due to an increased mix of lower margin hardware.
Operating income and operating income as a percentage of revenue increased for the first three quarters primarily due to organic revenue growth and gross margin expansion.
Research and Development, Sales and Marketing, and General and Administrative Expense
The following table shows research and development (“R&D”), sales and marketing (“S&M”), and general and administrative (“G&A”) expense along with these expenses as a percentage of revenue for the periods indicated:
| Third Quarter of | First Three Quarters of | ||||||||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | Dollar Change | % Change | 2026 | 2025 | Dollar Change | % Change | ||||||||||||||||||||||||||||||||||||||||
| (In millions) | |||||||||||||||||||||||||||||||||||||||||||||||
| Research and development | $ | 162.9 | $ | 152.9 | $ | 10.0 | 7% | $ | 509.5 | $ | 474.7 | $ | 34.8 | 7% | |||||||||||||||||||||||||||||||||
| Percentage of revenue | 16.8 | % | 17.0 | % | 17.7 | % | 18.1 | % | |||||||||||||||||||||||||||||||||||||||
| Sales and marketing | $ | 177.7 | $ | 158.8 | $ | 18.9 | 12% | $ | 530.1 | $ | 470.4 | $ | 59.7 | 13% | |||||||||||||||||||||||||||||||||
| Percentage of revenue | 18.4 | % | 17.6 | % | 18.4 | % | 18.0 | % | |||||||||||||||||||||||||||||||||||||||
| General and administrative | $ | 124.7 | $ | 117.5 | $ | 7.2 | 6% | $ | 401.1 | $ | 356.6 | $ | 44.5 | 12% | |||||||||||||||||||||||||||||||||
| Percentage of revenue | 12.9 | % | 13.0 | % | 13.9 | % | 13.6 | % | |||||||||||||||||||||||||||||||||||||||
| Total | $ | 465.3 | $ | 429.2 | $ | 36.1 | 8% | $ | 1,440.7 | $ | 1,301.7 | $ | 139.0 | 11% | |||||||||||||||||||||||||||||||||
R&D expense increased for the third quarter and first three quarters primarily due to increased software and cloud usage and professional service costs. The R&D expense increase for the first three quarters was partially offset by previous divestitures. We believe that developing and introducing new solutions, including AI, are critical to our future success, and we expect to continue the active development of new products.
S&M expense increased for the third quarter and first three quarters primarily due to marketing events and related travel expenditures supporting revenue growth, as well as higher compensation expenses including commissions.
23
Table of Contents
G&A expense increased for the third quarter and first three quarters primarily due to increased transaction costs as well as consulting and professional services costs.
Amortization of Purchased Intangible Assets
The following table shows amortization of purchased intangible assets for the periods indicated:
| Third Quarter of | First Three Quarters of | ||||||||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | Dollar Change | % Change | 2026 | 2025 | Dollar Change | % Change | ||||||||||||||||||||||||||||||||||||||||
| (In millions) | |||||||||||||||||||||||||||||||||||||||||||||||
| Cost of sales | $ | 16.8 | $ | 16.4 | $ | 0.4 | 2% | $ | 49.8 | $ | 48.9 | $ | 0.9 | 2% | |||||||||||||||||||||||||||||||||
| Operating expenses | 26.9 | 27.2 | (0.3) | (1)% | 81.2 | 79.6 | 1.6 | 2% | |||||||||||||||||||||||||||||||||||||||
| Total amortization expense of purchased intangibles | $ | 43.7 | $ | 43.6 | $ | 0.1 | —% | $ | 131.0 | $ | 128.5 | $ | 2.5 | 2% | |||||||||||||||||||||||||||||||||
| Total amortization expense of purchased intangibles as a percentage of revenue | 5 | % | 5 | % | 5 | % | 5 | % | |||||||||||||||||||||||||||||||||||||||
Total amortization expense of purchased intangibles remained steady for the third quarter, with a slight increase for the first three quarters primarily due to the addition of intangible assets from the Document Crunch acquisition.
Non-Operating (Expense) Income, Net
The following table shows non-operating expense, net for the periods indicated:
| Third Quarter of | First Three Quarters of | ||||||||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | Dollar Change | % Change | 2026 | 2025 | Dollar Change | % Change | ||||||||||||||||||||||||||||||||||||||||
| (In millions) | |||||||||||||||||||||||||||||||||||||||||||||||
| Goodwill impairment | $ | — | $ | — | $ | — | —% | $ | (562.0) | $ | — | $ | (562.0) | 100% | |||||||||||||||||||||||||||||||||
| Interest expense, net | (20.4) | (20.7) | 0.3 | (1)% | (60.8) | (55.7) | (5.1) | 9% | |||||||||||||||||||||||||||||||||||||||
| Income (loss) from equity method investments, net | 0.8 | (0.5) | 1.3 | (260)% | 4.2 | 2.8 | 1.4 | 50% | |||||||||||||||||||||||||||||||||||||||
| Other (loss) income, net | (1.1) | (4.2) | 3.1 | (74)% | 8.4 | 1.9 | 6.5 | 342% | |||||||||||||||||||||||||||||||||||||||
| Total non-operating expense, net | $ | (20.7) | $ | (25.4) | $ | 4.7 | (19)% | $ | (610.2) | $ | (51.0) | $ | (559.2) | 1096% | |||||||||||||||||||||||||||||||||
Non-operating expense, net slightly decreased for the third quarter mainly due to strategic investment impairment from the prior year, offset by foreign exchange rate fluctuations.
Non-operating expense, net increased for the first three quarters primarily due to the goodwill impairment related to the T&L reporting unit, which was impacted by heightened macroeconomic uncertainty and reduced market multiples for software businesses.
Income Tax Provision
For the third quarter of 2026, our effective income tax rate was 51.3%, as compared to 10.9% in the corresponding period in 2025. The increase was primarily driven by a one-time tax reserve charge, partially offset by a one-time deferred tax benefit from an internal restructuring during the third quarter of 2026 and a one-time benefit from the revaluation of deferred tax liabilities due to a German tax rate decrease in the prior year.
For the first three quarters, our effective income tax rate was (63.2)%, as compared to 17.7% in the prior year. The negative effective income tax rate was due to an income tax expense, including the additional one-time tax charge described above, against a pre-tax loss that primarily resulted from a non-deductible goodwill impairment recognized during the second quarter of 2026.
We accounted for the tax implications of the enacted OBBBA and the impact to our 2026 tax rate is immaterial. We believe that OBBBA will not have a material impact on our future effective income tax rate.
Results by Segment
We report our financial performance, including revenue and operating income, based on three reportable segments: AECO, Field Systems, and T&L.
Our CODM views and evaluates operations based on the results of our reportable operating segments under our management reporting system. These results are not necessarily in conformance with U.S. GAAP. For additional discussion of our segments, refer to Note 8, Segment and Geographic Information of this report.
24
Table of Contents
The following table is a summary of revenue and operating income by segment compared for the periods indicated:
| Third Quarter of | First Three Quarters of | ||||||||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | Dollar Change | % Change | 2026 | 2025 | Dollar Change | % Change | ||||||||||||||||||||||||||||||||||||||||
| (In millions) | |||||||||||||||||||||||||||||||||||||||||||||||
| AECO | |||||||||||||||||||||||||||||||||||||||||||||||
| Segment revenue | $ | 395.0 | $ | 358.5 | $ | 36.5 | 10% | $ | 1,174.6 | $ | 1,044.2 | $ | 130.4 | 12% | |||||||||||||||||||||||||||||||||
| Segment revenue as a % of total revenue | 41 | % | 40 | % | 41 | % | 40 | % | |||||||||||||||||||||||||||||||||||||||
| Segment operating income | $ | 132.2 | $ | 113.9 | 18.3 | 16% | $ | 374.3 | $ | 311.9 | 62.4 | 20% | |||||||||||||||||||||||||||||||||||
| Segment operating income as a % of segment revenue | 33.5 | % | 31.8 | % | 31.9 | % | 29.9 | % | |||||||||||||||||||||||||||||||||||||||
| Field Systems | |||||||||||||||||||||||||||||||||||||||||||||||
| Segment revenue | $ | 435.8 | $ | 408.7 | 27.1 | 7% | $ | 1,287.5 | $ | 1,160.6 | 126.9 | 11% | |||||||||||||||||||||||||||||||||||
| Segment revenue as a % of total revenue | 45 | % | 45 | % | 45 | % | 44 | % | |||||||||||||||||||||||||||||||||||||||
| Segment operating income | $ | 128.7 | $ | 136.7 | (8.0) | (6)% | $ | 392.5 | $ | 364.3 | 28.2 | 8% | |||||||||||||||||||||||||||||||||||
| Segment operating income as a % of segment revenue | 29.5 | % | 33.4 | % | 30.5 | % | 31.4 | % | |||||||||||||||||||||||||||||||||||||||
| T&L | |||||||||||||||||||||||||||||||||||||||||||||||
| Segment revenue | $ | 136.0 | $ | 134.0 | 2.0 | 1% | $ | 416.6 | $ | 412.7 | 3.9 | 1% | |||||||||||||||||||||||||||||||||||
| Segment revenue as a % of total revenue | 14 | % | 15 | % | 14 | % | 16 | % | |||||||||||||||||||||||||||||||||||||||
| Segment operating income | $ | 35.7 | $ | 34.6 | 1.1 | 3% | $ | 103.4 | $ | 89.3 | 14.1 | 16% | |||||||||||||||||||||||||||||||||||
| Segment operating income as a % of segment revenue | 26.3 | % | 25.8 | % | 24.8 | % | 21.6 | % | |||||||||||||||||||||||||||||||||||||||
The following table is a reconciliation of our consolidated segment operating income to consolidated income (loss) before taxes:
| Third Quarter of | First Three Quarters of | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| (In millions) | |||||||||||||||||||||||
Total segment operating income | $ | 296.6 | $ | 285.2 | $ | 870.2 | $ | 765.5 | |||||||||||||||
| Unallocated general corporate expenses | (34.0) | (31.0) | (103.8) | (90.5) | |||||||||||||||||||
| Amortization of purchased intangible assets | (43.7) | (43.6) | (131.0) | (128.5) | |||||||||||||||||||
| Acquisition / divestiture items | (13.1) | (1.3) | (42.9) | (12.9) | |||||||||||||||||||
| Stock-based compensation / deferred compensation | (33.1) | (36.6) | (121.1) | (114.9) | |||||||||||||||||||
| Restructuring and other costs | (30.7) | (22.2) | (53.4) | (42.9) | |||||||||||||||||||
| Consolidated operating income | 142.0 | 150.5 | 418.0 | 375.8 | |||||||||||||||||||
| Total non-operating expense, net | (20.7) | (25.4) | (610.2) | (51.0) | |||||||||||||||||||
| Consolidated income (loss) before taxes | $ | 121.3 | $ | 125.1 | $ | (192.2) | $ | 324.8 | |||||||||||||||
25
Table of Contents
AECO
| Third Quarter of 2026 | First Three Quarters of 2026 | |||||||||||||
| Change versus the corresponding period in 2025 | % Change | % Change | ||||||||||||
Change in Revenue - AECO | 10 | % | 12 | % | ||||||||||
| Acquisitions | 1 | % | — | % | ||||||||||
| Foreign currency exchange | — | % | 1 | % | ||||||||||
Organic growth | 9 | % | 11 | % | ||||||||||
Organic revenue increased for the third quarter and first three quarters due to strong demand for subscription offerings. Revenue growth benefited from cumulative growth along with an expansion of customers across many products, with the largest impacts resulting from Construction Management Systems, Architecture & Design, and Mechanical, Electrical, and Plumbing Solutions (“MEP”).
Operating income and operating income as a percentage of revenue increased for the third quarter and first three quarters primarily due to organic revenue and gross margin expansion.
Field Systems
| Third Quarter of 2026 | First Three Quarters of 2026 | |||||||||||||
| Change versus the corresponding period in 2025 | % Change | % Change | ||||||||||||
Change in Revenue - Field Systems | 7 | % | 11 | % | ||||||||||
| Foreign currency exchange | — | % | 1 | % | ||||||||||
| Organic growth | 7 | % | 10 | % | ||||||||||
Organic revenue increased for the third quarter and first three quarters primarily driven by hardware sales growth in civil construction and geospatial solutions due to strong end-user demand and competitive wins, and to a lesser extent, term license growth in the first three quarters.
Operating income and operating income as a percentage of revenue both decreased for the third quarter primarily due to an increased mix of lower margin hardware and higher sales and marketing expenses associated with revenue expansion.
Operating income increased for the first three quarters primarily due to organic revenue growth and gross margin expansion. Operating income as a percentage of revenue for the first three quarters decreased due to an increased mix of lower margin hardware and higher operating expenses from marketing expenses and sales commissions associated with revenue expansion, and to a lesser extent, continued investment in product development.
T&L
| Third Quarter of 2026 | First Three Quarters of 2026 | |||||||||||||
| Change versus the corresponding period in 2025 | % Change | % Change | ||||||||||||
Change in Revenue - T&L | 1 | % | 1 | % | ||||||||||
| Divestitures | — | % | (6) | % | ||||||||||
| Foreign currency exchange | (1) | % | 2 | % | ||||||||||
| Organic growth | 2 | % | 5 | % | ||||||||||
Organic revenue increased for the third quarter and first three quarters primarily driven by consumption and subscription revenue growth led by Transporeon and Enterprise.
Operating income and operating income as a percentage of revenue increased for the third quarter and first three quarters primarily due to organic revenue growth and gross margin expansion. Operating income as a percentage of revenue for the first three quarters was favorably impacted by the divestiture of lower operating income margin businesses.
26
Table of Contents
LIQUIDITY AND CAPITAL RESOURCES
As of | |||||||||||||||||||||||
| Third Quarter of | Year End | ||||||||||||||||||||||
| 2026 | 2025 | Dollar Change | % Change | ||||||||||||||||||||
| (In millions, except percentages) | |||||||||||||||||||||||
Cash and cash equivalents | $ | 214.5 | $ | 253.4 | $ | (38.9) | (15) | % | |||||||||||||||
| As a percentage of total assets | 2.5 | % | 2.7 | % | |||||||||||||||||||
| Principal balance of outstanding debt | $ | 1,540.2 | $ | 1,400.0 | $ | 140.2 | 10 | % | |||||||||||||||
| First Three Quarters of | |||||||||||||||||||||||
| 2026 | 2025 | Dollar Change | % Change | ||||||||||||||||||||
| (In millions) | |||||||||||||||||||||||
| Net cash provided by operating activities | $ | 664.7 | $ | 225.9 | $ | 438.8 | 194 | % | |||||||||||||||
Net cash used in investing activities | (260.5) | (36.1) | (224.4) | 622 | % | ||||||||||||||||||
| Net cash used in financing activities | (436.3) | (729.3) | 293.0 | (40) | % | ||||||||||||||||||
| Effect of exchange rate changes on cash and cash equivalents | (6.8) | 24.4 | (31.2) | (128) | % | ||||||||||||||||||
Net decrease in cash and cash equivalents | $ | (38.9) | $ | (515.1) | |||||||||||||||||||
Operating Activities
The increase in cash provided by operating activities was primarily driven by a reduction in cash taxes paid and higher operating income.
Investing Activities
The increase in cash used in investing activities was primarily due to payments for the Document Crunch acquisition, which closed in the second quarter of 2026.
Financing Activities
The decrease in cash used in financing activities was primarily driven by lower cash paid for repurchases of common stock compared to the prior year, and higher net loan borrowings.
Cash and Cash Equivalents
We believe that our cash and cash equivalents and available borrowing capacity under our existing lines of credit, along with cash provided by operations, will be sufficient in the foreseeable future to meet our anticipated operating cash needs, including additional software and technology expenditures related to our Connect & Scale strategy, debt service, acquisitions, and any stock repurchases under the stock repurchase program.
In December 2025, we entered into the 2025 Credit Facility, which replaced the 2022 Credit Facility. The 2025 Credit Facility contains an option to increase the borrowing from $1.25 billion up to $1.75 billion with lender approval (see Note 9, Debt).As of October 2, 2026, $140.2 million was outstanding under our 2025 Credit Facility and other uncommitted credit facilities.
In October 2026, we entered into a 2026 Term Loan providing for an unsecured delayed draw term loan facility in the aggregate principal amount of $500.0 million (see Note 9, Debt). As of October 2, 2026, no amounts have been drawn under the 2026 Term Loan.
The enacted OBBBA permanently repealed the domestic R&D capitalization requirement. As a result, we expect cash tax reductions of approximately $53.0 million in 2026.
Our cash requirements have not otherwise materially changed since the 2025 Form 10-K.
27
Table of Contents
SUPPLEMENTAL DISCLOSURE OF NON-GAAP FINANCIAL MEASURES AND ANNUALIZED RECURRING REVENUE
To supplement our consolidated financial information, we included non-GAAP financial measures, which are not meant to be considered in isolation or as a substitute for comparable GAAP measures. We believe non-GAAP financial measures provide useful information to investors and others in understanding our core operating performance, which excludes (i) the effect of certain non-cash items and certain variable charges not expected to recur; and (ii) transactions that are not meaningful in comparison to our past operating performance or not reflective of ongoing financial results. Lastly, we believe that our core operating performance offers a supplemental measure for period-to-period comparisons and can be used to evaluate our historical and prospective financial performance, as well as our performance relative to competitors.
Organic revenue growth is a non-GAAP measure that refers to revenue excluding the impacts of (i) foreign currency translation, and (ii) acquisitions and divestitures that closed in the prior 12 months. We believe organic revenue growth provides useful information in evaluating the results of our business because it excludes items that are not indicative of ongoing performance or impact comparability with the prior year. We provide reconciliation tables showing the change in revenue growth to organic revenue growth in the “Results of Operations” section found earlier in this Item 2.
In addition to providing non-GAAP financial measures, we disclose ARR to give the investors supplementary indicators of the value of our current recurring revenue contracts. ARR represents the estimated annualized value of recurring revenue. ARR is calculated by taking our subscription and maintenance and support revenue for the current quarter and adding the portion of the contract value of all our term licenses attributable to the current quarter, then dividing that sum by the number of days in the quarter and then multiplying that quotient by 365. Organic ARR refers to annualized recurring revenue excluding the impacts of (i) foreign currency translation, and (ii) acquisitions and divestitures that closed in the prior 12 months. ARR and organic ARR should be viewed independently of revenue and deferred revenue as they are performance measures and are not intended to be combined with or to replace either of those items.
The non-GAAP financial measures, definitions, and explanations to the adjustments to comparable GAAP measures are included below:
| Third Quarter of | First Three Quarters of | |||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||||||||||||||
| Dollar | % of | Dollar | % of | Dollar | % of | Dollar | % of | |||||||||||||||||||||||||||||||
| (In millions, except per share amounts) | Amount | Revenue | Amount | Revenue | Amount | Revenue | Amount | Revenue | ||||||||||||||||||||||||||||||
| REVENUE: | ||||||||||||||||||||||||||||||||||||||
| GAAP revenue: | $ | 966.8 | $ | 901.2 | $ | 2,878.7 | $ | 2,617.5 | ||||||||||||||||||||||||||||||
| GROSS MARGIN: | ||||||||||||||||||||||||||||||||||||||
| GAAP gross margin: | $ | 659.1 | 68.2 | % | $ | 621.1 | 68.9 | % | $ | 1,980.3 | 68.8 | % | $ | 1,779.8 | 68.0 | % | ||||||||||||||||||||||
| Amortization of purchased intangible assets | (A) | 16.8 | 16.4 | 49.8 | 48.9 | |||||||||||||||||||||||||||||||||
| Stock-based compensation / deferred compensation | (C) | 3.5 | 3.7 | 11.5 | 12.2 | |||||||||||||||||||||||||||||||||
| Restructuring and other costs | (D) | 1.9 | 0.8 | 4.7 | 1.4 | |||||||||||||||||||||||||||||||||
| Non-GAAP gross margin: | $ | 681.3 | 70.5 | % | $ | 642.0 | 71.2 | % | $ | 2,046.3 | 71.1 | % | $ | 1,842.3 | 70.4 | % | ||||||||||||||||||||||
| OPERATING EXPENSES: | ||||||||||||||||||||||||||||||||||||||
| GAAP operating expenses: | $ | 517.1 | 53.5 | % | $ | 470.6 | 52.2 | % | $ | 1,562.3 | 54.3 | % | $ | 1,404.0 | 53.6 | % | ||||||||||||||||||||||
| Amortization of purchased intangible assets | (A) | (26.9) | (27.2) | (81.2) | (79.6) | |||||||||||||||||||||||||||||||||
| Acquisition / divestiture items | (B) | (13.1) | (1.3) | (42.9) | (12.9) | |||||||||||||||||||||||||||||||||
| Stock-based compensation / deferred compensation | (C) | (29.6) | (32.9) | (109.6) | (102.7) | |||||||||||||||||||||||||||||||||
| Restructuring and other costs | (D) | (28.8) | (21.4) | (48.7) | (41.5) | |||||||||||||||||||||||||||||||||
| Non-GAAP operating expenses: | $ | 418.7 | 43.3 | % | $ | 387.8 | 43.0 | % | $ | 1,279.9 | 44.5 | % | $ | 1,167.3 | 44.6 | % | ||||||||||||||||||||||
| OPERATING INCOME: | ||||||||||||||||||||||||||||||||||||||
| GAAP operating income: | $ | 142.0 | 14.7 | % | $ | 150.5 | 16.7 | % | $ | 418.0 | 14.5 | % | $ | 375.8 | 14.4 | % | ||||||||||||||||||||||
| Amortization of purchased intangible assets | (A) | 43.7 | 43.6 | 131.0 | 128.5 | |||||||||||||||||||||||||||||||||
| Acquisition / divestiture items | (B) | 13.1 | 1.3 | 42.9 | 12.9 | |||||||||||||||||||||||||||||||||
| Stock-based compensation / deferred compensation | (C) | 33.1 | 36.6 | 121.1 | 114.9 | |||||||||||||||||||||||||||||||||
| Restructuring and other costs | (D) | 30.7 | 22.2 | 53.4 | 42.9 | |||||||||||||||||||||||||||||||||
| Non-GAAP operating income: | $ | 262.6 | 27.2 | % | $ | 254.2 | 28.2 | % | $ | 766.4 | 26.6 | % | $ | 675.0 | 25.8 | % | ||||||||||||||||||||||
28
Table of Contents
| NON-OPERATING EXPENSE, NET: | ||||||||||||||||||||||||||||||||||||||
| GAAP non-operating expense, net: | $ | (20.7) | $ | (25.4) | $ | (610.2) | $ | (51.0) | ||||||||||||||||||||||||||||||
| Acquisition / divestiture items | (B) | (2.9) | 6.2 | (12.5) | (1.7) | |||||||||||||||||||||||||||||||||
| Deferred compensation | (C) | 0.1 | (1.9) | (2.8) | (3.9) | |||||||||||||||||||||||||||||||||
| Restructuring and other costs | (D) | 2.7 | 2.9 | 7.4 | 5.8 | |||||||||||||||||||||||||||||||||
| Goodwill impairment | (E) | — | — | 562.0 | — | |||||||||||||||||||||||||||||||||
| Non-GAAP non-operating expense, net: | $ | (20.8) | $ | (18.2) | $ | (56.1) | $ | (50.8) | ||||||||||||||||||||||||||||||
Tax Rate % | Tax Rate % | Tax Rate % | Tax Rate % | |||||||||||||||||||||||||||||||||||
| (G) | (G) | (G) | (G) | |||||||||||||||||||||||||||||||||||
| INCOME TAX PROVISION: | ||||||||||||||||||||||||||||||||||||||
| GAAP income tax provision: | $ | 62.2 | 51.3 | % | $ | 13.6 | 10.9 | % | $ | 121.5 | (63.2) | % | $ | 57.4 | 17.7 | % | ||||||||||||||||||||||
| Non-GAAP items tax effected | (F) | (20.9) | 27.7 | 1.1 | 51.3 | |||||||||||||||||||||||||||||||||
| Non-GAAP income tax provision: | $ | 41.3 | 17.1 | % | $ | 41.3 | 17.5 | % | $ | 122.6 | 17.3 | % | $ | 108.7 | 17.4 | % | ||||||||||||||||||||||
| NET INCOME (LOSS): | ||||||||||||||||||||||||||||||||||||||
| GAAP net income (loss): | $ | 59.1 | $ | 111.5 | $ | (313.7) | $ | 267.4 | ||||||||||||||||||||||||||||||
| Amortization of purchased intangible assets | (A) | 43.7 | 43.6 | 131.0 | 128.5 | |||||||||||||||||||||||||||||||||
| Acquisition / divestiture items | (B) | 10.2 | 7.5 | 30.4 | 11.2 | |||||||||||||||||||||||||||||||||
| Stock-based compensation | (C) | 33.2 | 34.7 | 118.3 | 111.0 | |||||||||||||||||||||||||||||||||
| Restructuring and other costs | (D) | 33.4 | 25.1 | 60.8 | 48.7 | |||||||||||||||||||||||||||||||||
| Goodwill impairment | (E) | — | — | 562.0 | — | |||||||||||||||||||||||||||||||||
| Non-GAAP tax adjustments | (F) | 20.9 | (27.7) | (1.1) | (51.3) | |||||||||||||||||||||||||||||||||
| Non-GAAP net income: | $ | 200.5 | $ | 194.7 | $ | 587.7 | $ | 515.5 | ||||||||||||||||||||||||||||||
| DILUTED NET INCOME (LOSS) PER SHARE: | ||||||||||||||||||||||||||||||||||||||
| GAAP diluted net income (loss) per share: | $ | 0.25 | $ | 0.46 | $ | (1.34) | $ | 1.10 | ||||||||||||||||||||||||||||||
| Amortization of purchased intangible assets | (A) | 0.19 | 0.18 | 0.56 | 0.53 | |||||||||||||||||||||||||||||||||
| Acquisition / divestiture items | (B) | 0.04 | 0.03 | 0.13 | 0.05 | |||||||||||||||||||||||||||||||||
| Stock-based compensation | (C) | 0.15 | 0.15 | 0.50 | 0.46 | |||||||||||||||||||||||||||||||||
| Restructuring and other costs | (D) | 0.14 | 0.10 | 0.26 | 0.20 | |||||||||||||||||||||||||||||||||
| Goodwill impairment | (E) | — | — | 2.40 | — | |||||||||||||||||||||||||||||||||
| Non-GAAP tax adjustments | (F) | 0.09 | (0.11) | — | (0.21) | |||||||||||||||||||||||||||||||||
| Non-GAAP diluted net income per share: | $ | 0.86 | $ | 0.81 | $ | 2.51 | $ | 2.13 | ||||||||||||||||||||||||||||||
| ADJUSTED EBITDA: | ||||||||||||||||||||||||||||||||||||||
| GAAP operating income: | $ | 142.0 | 14.7 | % | $ | 150.5 | 16.7 | % | $ | 418.0 | 14.5 | % | $ | 375.8 | 14.4 | % | ||||||||||||||||||||||
| Amortization of purchased intangible assets | (A) | 43.7 | 43.6 | 131.0 | 128.5 | |||||||||||||||||||||||||||||||||
| Acquisition / divestiture items | (B) | 13.1 | 1.3 | 42.9 | 12.9 | |||||||||||||||||||||||||||||||||
| Stock-based compensation / deferred compensation | (C) | 33.1 | 36.6 | 121.1 | 114.9 | |||||||||||||||||||||||||||||||||
| Restructuring and other costs | (D) | 30.7 | 22.2 | 53.4 | 42.9 | |||||||||||||||||||||||||||||||||
| Non-GAAP operating income: | 262.6 | 27.2 | % | 254.2 | 28.2 | % | 766.4 | 26.6 | % | 675.0 | 25.8 | % | ||||||||||||||||||||||||||
| Depreciation expense and cloud computing amortization | 12.3 | 12.3 | 36.1 | 36.6 | ||||||||||||||||||||||||||||||||||
| Income from equity method investments, net | 3.6 | 2.9 | 11.7 | 9.8 | ||||||||||||||||||||||||||||||||||
| Adjusted EBITDA | $ | 278.5 | 28.8 | % | $ | 269.4 | 29.9 | % | $ | 814.2 | 28.3 | % | $ | 721.4 | 27.6 | % | ||||||||||||||||||||||
Non-GAAP Definitions
Non-GAAP gross margin
We define Non-GAAP gross margin as GAAP gross margin, excluding the effects of amortization of purchased intangible assets, stock-based compensation, deferred compensation, and restructuring and other costs. We believe our investors benefit by understanding our non-GAAP gross margin as a way of understanding how product mix, pricing decisions, and manufacturing costs influence our business.
29
Table of Contents
Non-GAAP operating expenses
We define Non-GAAP operating expenses as GAAP operating expenses, excluding the effects of amortization of purchased intangible assets, acquisition/divestiture items, stock-based compensation, deferred compensation, and restructuring and other costs. We believe this measure is important to investors evaluating our non-GAAP spending in relation to revenue.
Non-GAAP operating income
We define Non-GAAP operating income as GAAP operating income, excluding the effects of amortization of purchased intangible assets, acquisition/divestiture items, stock-based compensation, deferred compensation, and restructuring and other costs. We believe our investors benefit by understanding our non-GAAP operating income trends, which are driven by revenue, gross margin, and spending.
Non-GAAP non-operating expense, net
We define Non-GAAP non-operating expense, net as GAAP non-operating expense, net, excluding goodwill impairment, acquisition/divestiture items, deferred compensation, and restructuring and other costs. We believe this measure helps investors evaluate our non-operating expense trends.
Non-GAAP income tax provision
We define non-GAAP income tax provision as the GAAP income tax provision adjusted for the tax effects of the non-GAAP pre-tax adjustments (A) through (E), excluding certain tax charges and benefits such as net deferred tax impacts resulting from tax amortization related to a non-U.S. intercompany transfer of intellectual property and certain acquisitions, deferred tax impacts from net CFC tested income, significant reserve releases upon the expiration of statute of limitations and audit closures, and tax law changes. We believe this measure helps investors because it provides for consistent treatment of excluded items in our non-GAAP presentation.
Non-GAAP net income
We define Non-GAAP net income as GAAP net income (loss), excluding the effects of goodwill impairment, amortization of purchased intangible assets, acquisition/divestiture items, stock-based compensation, restructuring and other costs, and non-GAAP tax adjustments. This measure provides a supplemental view of net income trends, which are driven by non-GAAP income before taxes and our non-GAAP tax rate.
Non-GAAP diluted net income per share
We define Non-GAAP diluted net income per share as GAAP diluted net income (loss) per share, excluding the effects of goodwill impairment, amortization of purchased intangible assets, acquisition/divestiture items, stock-based compensation, restructuring and other costs, and non-GAAP tax adjustments. We believe our investors benefit by understanding our non-GAAP operating performance as reflected in a per share calculation as a way of measuring non-GAAP operating performance by ownership in the Company.
Adjusted EBITDA
We define Adjusted EBITDA as non-GAAP operating income plus depreciation expense, cloud computing amortization, and income from equity method investments, net, which excludes our proportionate share of items such as amortization of purchased intangibles, stock-based compensation, and restructuring costs. Other companies may define Adjusted EBITDA differently. Adjusted EBITDA is a performance measure that we believe offers a useful view of the overall operations of our business because it facilitates operating performance comparisons by removing potential differences caused by variations unrelated to operating performance, such as capital structures (interest expense), income taxes, depreciation, amortization of purchased intangibles and cloud computing costs, and income from equity method investments, net.
Explanations of Non-GAAP adjustments
(A).Amortization of purchased intangible assets. Non-GAAP gross margin and operating expenses exclude the amortization of purchased intangible assets, which primarily represents technology and/or customer relationships already developed.
(B).Acquisition / divestiture items. Non-GAAP gross margin and operating expenses exclude costs consisting of external and incremental costs resulting directly from acquisitions, divestitures, and strategic investment activities such as legal, due diligence, integration, and other costs, including the acceleration of acquisition stock awards and adjustments to the fair value of earn-out liabilities. Non-GAAP non-operating expense, net, excludes one-time acquisition/divestiture charges, including foreign currency exchange rate gains/losses related to an acquisition, divestiture gains/losses, and strategic investment gains/losses. These are one-time costs that vary significantly in amount and timing and are not indicative of our core operating performance.
30
Table of Contents
(C).Stock-based compensation / deferred compensation. Non-GAAP gross margin and operating expenses exclude stock-based compensation and income or expense associated with movement in our non-qualified deferred compensation plan liabilities. Changes in non-qualified deferred compensation plan assets, included in non-operating expense, net, offset the income or expense in the plan liabilities.
(D).Restructuring and other costs. Non-GAAP gross margin and operating expenses exclude restructuring costs composed of termination benefits related to reductions in employee headcount and other cost-saving initiatives, costs related to executive severance agreements, closure or exit of facilities, and cancellation of certain contracts, and other costs composed of one-time incremental expenses resulting from the re-audit and related remediation of control deficiencies. Non-GAAP non-operating expense net, excludes our proportionate share of items recorded in income from equity method investment items, such as goodwill impairment, amortization of purchased intangibles, stock-based compensation, and restructuring costs.
(E).Goodwill Impairment. Non-GAAP non-operating expense, net excludes the goodwill impairment charge related to our T&L segment. The impairment was triggered by a sustained decline in market capitalization and stock price reflecting heightened macroeconomic uncertainty and lower market multiples for software businesses.
(F).Non-GAAP items tax effected. This amount represents the income tax effect of non-GAAP pre-tax adjustments, excluding certain tax charges and benefits, which reconcile the GAAP income tax provision to the non-GAAP income tax provision.
(G).Tax rate percentages. These percentages are defined as GAAP income tax provision as a percentage of GAAP income before taxes and non-GAAP income tax provision as a percentage of non-GAAP income before taxes.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are exposed to market risk related to changes in interest rates and foreign currency exchange rates. We use certain derivative financial instruments to manage these risks. We do not use derivative financial instruments for speculative purposes. All financial instruments are used in accordance with policies approved by the Board of Directors.
Market Interest Rate Risk
Our cash equivalents consisted primarily of interest and non-interest bearing bank deposits as well as bank time deposits. The main objective of these instruments is safety of principal and liquidity while maximizing return, without significantly increasing risk. Due to the nature of our cash equivalents—that they are readily convertible to cash—we do not anticipate any material effect on our portfolio due to fluctuations in interest rates.
Foreign Currency Exchange Rate Risk
We operate in international markets that expose us to market risk associated with foreign currency exchange rate fluctuations between the U.S. Dollar and various foreign currencies, the most significant of which is the Euro.
Historically, the majority of our revenue contracts are denominated in U.S. Dollars, with the most significant exception being Europe, where we invoice primarily in Euro. Additionally, a portion of our expenses, primarily the cost to manufacture, cost of personnel to deliver technical support on our products and professional services, sales and sales support, and research and development, are denominated in foreign currencies, primarily the Euro.
Revenue resulting from selling in local currencies and costs incurred in local currencies are exposed to foreign currency exchange rate fluctuations, which can affect our operating income. As exchange rates vary, operating income may differ from expectations. In the third quarter of 2026, both revenue and operating income were favorably impacted by $0.6 million and $4.5 million. In the first three quarters of 2026, both revenue and operating income were favorably impacted by $33.6 million and $9.0 million.
We enter into foreign currency forward contracts to minimize the short-term impact of foreign currency exchange rate fluctuations on cash, debt, and certain trade and intercompany receivables and payables that are primarily denominated in Euro, New Zealand Dollars, Indian Rupee, Canadian Dollars, and South African Rand. These contracts reduce the exposure to fluctuations in foreign currency exchange rate movements, as gains and losses associated with foreign currency balances are generally offset with the gains and losses on the forward contracts. We occasionally enter into foreign currency exchange contracts to hedge the purchase price of some of our larger business acquisitions.
31
Table of Contents
Our foreign currency contracts are marked-to-market through earnings every period and generally range in maturity from one to two months. We do not enter into foreign currency contracts for trading purposes. Foreign currency contracts outstanding at the end of the third quarter of 2026 and at the end of 2025 are summarized as follows:
| Third Quarter of 2026 | Year End 2025 | ||||||||||||||||||||||
| Nominal Amount | Fair Value | Nominal Amount | Fair Value | ||||||||||||||||||||
(In millions) | |||||||||||||||||||||||
| Forward contracts: | |||||||||||||||||||||||
| Purchased | $ | (318.3) | $ | 0.1 | $ | (269.7) | $ | (1.2) | |||||||||||||||
| Sold | 36.4 | (0.1) | 60.8 | (0.4) | |||||||||||||||||||
ITEM 4. CONTROLS AND PROCEDURES
(a) Evaluation of Disclosure Controls and Procedures.
Management, including our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), has evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), as of the end of the period covered by this report. Based on such evaluation, our CEO and CFO concluded that our disclosure controls and procedures were not effective as of the end of such period because of the material weaknesses in internal controls previously reported in our 2025 Form 10-K.
(b) Remediation of Previously Reported Material Weaknesses.
Remediation Plan for Material Weaknesses
We, with the oversight of the Audit Committee, continue to make progress on our remediation plans for the material weaknesses identified in prior years. For the previously identified material weaknesses that remain, we continue to implement the remediation plans as follows:
•Designing and implementing certain information technology general controls (“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 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 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.
(c) Changes in Internal Control over Financial Reporting.
During the quarter, we made progress against our remediation work plan including the following changes:
•Designed and implemented additional procedures and controls related to income taxes, information technology general controls, and other financial reporting processes, with operation and testing underway for many of the new controls and procedures.
•Designed additional procedures and controls related to revenue and related accounts.
32
Table of Contents
•Increased the level of resources (including external consultants with controls expertise) to support the Company in its design, implementation, operation and testing of controls in accordance with our remediation plan.
•Continued to strengthen our internal control governance by expanding Audit Committee oversight, which includes additional meetings and regular updates focused on the execution of our remediation plan.
•Hired a new Chief Legal Officer and a Corporate Controller in August 2026, both bringing extensive experience in governance and internal controls.
Except as described above, there have been no changes during the third quarter of 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
In addition, effective November 2, 2026, we have added an additional Board member with financial expertise to the Board of Directors and to the Audit Committee.
33
Table of Contents
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
There are no material legal proceedings.
ITEM 1A. RISK FACTORS
There have been no material changes to the risk factor disclosures since our 2025 Form 10-K. The risk factors described in the 2025 Form 10-K are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially and adversely affect our business, financial condition, or operating results.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
(a) None.
(b) None.
(c) Issuer Purchase of Equity Securities
On August 10, 2026, the Board of Directors approved a new stock repurchase program authorizing up to $1.0 billion in repurchases of our common stock, which replaced the December 2025 Program and does not have an expiration date. Under the August 2026 Program, we may repurchase common stock from time to time through accelerated stock repurchase programs, open market transactions, privately negotiated transactions, block purchases, tender offers, or other means. The program may be suspended, modified, or discontinued at any time at our discretion without prior notice.
The following table provides information relating to our purchases of equity securities for the third quarter of 2026, which were made under the August 2026 Program:
| Total Number of Shares Purchased | Average Price Paid per Share | Total Number of Shares Purchased as Part of Publicly Announced Program | Maximum Approximate Dollar Value of Shares that May Yet Be Purchased Under the Program | |||||||||||||||||||||||
| July 4, 2026 – August 7, 2026 | — | $ | — | — | $ | 1,000,000,000 | ||||||||||||||||||||
| August 8, 2026 – September 4, 2026 | 1,566,973 | $ | 59.28 | 1,566,973 | $ | 907,104,730 | ||||||||||||||||||||
| September 5, 2026 – October 2, 2026 | 2,397,164 | $ | 57.90 | 2,397,164 | $ | 768,307,839 | ||||||||||||||||||||
| Total | 3,964,137 | 3,964,137 | ||||||||||||||||||||||||
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
None.
ITEM 5. OTHER INFORMATION
Rule 10b5-1 Trading Plan
During the third quarter of 2026, 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
•On August 13, 2026 , Rob Painter , President and Chief Executive Officer , adopted a Rule 10b5-1 trading arrangement that provides for potential sales of up to 108,000 shares of our common stock between November 18, 2026 and November 18, 2027 .
•On September 10, 2026 , Phillip Sawarynski , Chief Financial Officer , adopted a Rule 10b5-1 trading arrangement that provides for potential sales of up to 12,000 shares of our common stock between December 16, 2026 and September 17, 2027 .
34
Table of Contents
•On September 15, 2026 , Mark Schwartz , Senior Vice President , adopted a Rule 10b5-1 trading arrangement that provides for potential sales of up to 31,685 shares of our common stock between April 15, 2027 and May 28, 2027 .
ITEM 6. EXHIBITS
We have filed, or incorporated into the report by reference, the exhibits listed on the accompanying Index to Exhibits immediately preceding the signature page of this report.
EXHIBIT INDEX
| Exh. No. | Description of Exhibit | Filed or furnished herewith or incorporated by reference to: | ||||||
| 3.1 | Certificate of Incorporation of Trimble Inc. | Exhibit 3.1 to Form 8-K filed Oct. 3, 2016 | ||||||
| 3.2 | Amended and Restated By-Laws of Trimble Inc. (effective May 30, 2024) | Exhibit 3.1 to Form 8-K filed May 31, 2024 | ||||||
| 10.1 | Term Loan Credit Agreement, dated as of October 2, 2026, by and among Trimble Inc., the lenders from time to time party thereto and Bank of America, N.A., as administrative agent | Exhibit 10.1 to Form 8-K filed Oct. 2, 2026 | ||||||
| 10.2* | Description of Executive Transition Arrangement, by and between the Company and Jennifer Allison | Filed herewith | ||||||
| 31.1 | Certification of CEO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | Filed herewith | ||||||
| 31.2 | Certification of CFO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | Filed herewith | ||||||
| 32.1 | Certification of CEO pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | Furnished herewith | ||||||
| 32.2 | Certification of CFO pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | Furnished herewith | ||||||
| 101 | The following financial statements from the Company’s Quarterly Report on Form 10-Q for the quarter ended October 2, 2026, formatted in Inline XBRL, tagged as blocks of text and including detailed tags: (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Operations, (iii) Condensed Consolidated Statements of Comprehensive Income (Loss), (iv) Condensed Consolidated Statements of Stockholders’ Equity, (v) Condensed Consolidated Statements of Cash Flows, and (vi) Notes to Condensed Consolidated Financial Statements. | |||||||
| 104 | The cover page from this Report on Form 10-Q, formatted in Inline XBRL | |||||||
* Indicates management contract or compensatory plan or arrangement.
35
Table of Contents
SIGNATURES
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, thereunto duly authorized.
TRIMBLE INC. (Registrant) | |||||
| By: | /s/ PHILLIP SAWARYNSKI | ||||
Phillip Sawarynski Chief Financial Officer (Authorized Officer and Principal Financial Officer) | |||||
Date: | November 4, 2026 | ||||
36