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 1934For the quarterly period ended ~~September~~April 274, ~~2024~~2025
			or
☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from _____ to _____

Commission file number: 001-14845

TRIMBLE INC.

(Exact name of registrant as specified in its charter)


Delaware (State or other jurisdiction of incorporation or organization)						94-2802192 (I.R.S. Employer Identification Number)

10368 Westmoor Drive, Westminster, CO 80021

(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):


Large Accelerated Filer	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
Common Stock, $0.001 par value per share	TRMB	NASDAQ Global Select Market

As of ~~January 9~~May 7, 2025, there were ~~245~~238,~~792~~586,~~054~~919 shares of Common Stock, par value $0.001 per share, outstanding.

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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 heightened trade tensions and related imposition of tariffs between the United States and its trading partners, slowing growth, inflationary pressures, and ~~increases~~fluctuations in interest rates;

•economic disruptions caused by the potential impact of volatility and conflict in the political and economic environment, including ~~the~~geopolitical ~~conflicts in the Middle East and between Russia and Ukraine~~tensions;

•fluctuations in foreign currency exchange rates;

•our ability to convert backlog to revenue;

•the cyclical nature of our hardware 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;

•~~risks associated with~~ our growth strategy, ~~focusing~~and its impact on ~~historically~~our ~~underserved~~revenue ~~large~~mix, ~~markets~~growth, and profitability;

•~~any anticipated benefits or impact to~~ our ~~results~~expectations ofregarding ~~operations~~the ~~and~~execution ~~financial conditions from our acquisitions~~ and ~~our~~impact ~~ability~~of tothe ~~successfully~~Connect ~~integrate~~& ~~the~~Scale ~~acquired businesses~~strategy;

•any anticipated benefits ~~associated~~or ~~with~~impact ~~the~~to ~~contribution of~~ our ~~precision~~results ~~agriculture~~of ~~business~~operations ~~(“Ag”), excluding Global Navigation Satellite System (“GNSS”)~~ and ~~guidance~~financial ~~technologies,~~conditions tofrom aour ~~newly formed joint venture, PTx Trimble, and the sale of the majority interest in PTx Trimble to AGCO Corporation (“AGCO”)~~acquisitions;

•any anticipated benefits associated with the ~~pending divestiture and~~ sale of our global transportation telematics business (“Mobility”) to Platform Science, Inc. (“Platform Science”), and ~~the~~our ~~timing~~associated ~~of consummating this proposed transaction~~investment;

•~~our~~any ~~belief~~anticipated ~~that~~benefits ~~our~~associated ~~cash~~with ~~and~~the ~~cash~~contribution ~~equivalents~~of ~~and~~our ~~borrowings,~~precision ~~along~~agriculture ~~with~~business ~~cash~~(“Ag”), ~~provided~~excluding byGlobal ~~operations,~~Navigation ~~will~~Satellite beSystem ~~sufficient~~(“GNSS”) inand ~~the~~guidance ~~foreseeable~~technologies, ~~future~~ to ~~meet~~the ~~our~~joint ~~anticipated~~venture, ~~operating~~PTx ~~cash needs~~Trimble, ~~including~~and ~~expenditures~~the ~~related~~sale toof ~~our~~the ~~Connect~~majority ~~and~~interest ~~Scale~~in ~~strategy,~~PTx ~~debt~~Trimble ~~service,~~to ~~stock~~AGCO ~~repurchases,~~Corporation ~~and any acquisitions~~(“AGCO”);

•our expectation to use a majority of the remaining proceeds from the Ag divestiture, after tax and repayment of debt, to repurchase stock;

•our ability to conduct, suspend, or discontinue our stock repurchase program subject to the discretion of our management;

•our ~~commitments~~belief that our cash and cash equivalents and borrowings, along with cash provided by operations, will be sufficient in the foreseeable future to ~~environmental~~meet our anticipated operating cash needs, ~~social~~including expenditures related to our Connect & Scale strategy, ~~and~~debt ~~governance~~service, ~~matters;~~stock repurchases, and any acquisitions;

•our commitment to sustainability matters; and

•our ability to maintain effective internal controls over financial reporting, including our ability to remediate our material weaknesses in our internal control over financial reporting.

The forward-looking statements regarding future events and the future results of Trimble Inc. (“Trimble”, the “Company” or “we” or “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,” “predicts,” “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 ~~2023~~2024 filed with the SEC on ~~February~~April 2625, ~~2024~~2025 (the “~~2023~~2024 Form 10-K”), ~~as amended by Form 10-K/A (the “2023 Form 10-K/A”) filed with the SEC on January 15, 2025,~~ 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.

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TRIMBLE INC.

Form 10-Q for the Quarter Ended ~~September~~April 274, ~~2024~~2025

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	2018
ITEM 3.	Quantitative and Qualitative Disclosures about Market Risk	3129
ITEM 4.	Controls and Procedures	3230
PART II.	OTHER INFORMATION
ITEM 1.	Legal Proceedings	3331
ITEM 1A.	Risk Factors	3331
ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3431
ITEM 3.	Defaults Upon Senior Securities	3431
ITEM 4.	Mine Safety Disclosures	3431
ITEM 5.	Other Information	3431
ITEM 6.	Exhibits	3432
SIGNATURES		3633

Table of Contents

PART I – FINANCIAL INFORMATION

ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Index
			Page
Condensed Consolidated Balance Sheets			5
Condensed Consolidated Statements of Income			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 (Unaudited):			10
Note 1. Overview and Accounting Policies			10
Note 2. Common Stock Repurchase			11
Note 3. Acquisition			11
Note 3. Divestitures			11
Note 4. Divestitures			11
Note 4. Equity Investments			12
Note 5. Intangible Assets and Goodwill			1312
Note 6. Inventories			1413
Note 7. Segment Information			1413
Note 8. Debt			1715
Note 9. Fair Value Measurements			1815
Note 10. Deferred Revenue and Remaining Performance Obligations			1816
Note 11. Earnings per Share			1816
Note 12. Income Taxes			1916
Note 13. Commitments and Contingencies			1917
Note 14. Subsequent Events			17

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TRIMBLE INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

	As of
	Third Quarter of		Year End
	First Quarter of		Year End
	2024		2023
	2025		2024
(In millions, except par value)
ASSETS
Current assets:
Cash and cash equivalents	$	~~1,036~~290.90	$	~~229~~738.8
Accounts receivable, net	~~525~~530.64		~~706~~725.68
Inventories	~~192~~187.12		~~235~~194.73
Prepaid expenses	95115.35		89103.83
Other current assets	~~149~~159.15		~~147~~196.82
Assets held for sale	~~311.7~~—		~~421~~312.20
Total current assets	21,~~310~~282.76		12,~~830~~270.94
Property and equipment, net	~~191~~186.98		~~202~~188.54
Operating lease right-of-use assets	125.4		124.0
Goodwill	5,106.6		4,988.4
Goodwill	5,141.8		5,350.6
Other purchased intangible assets, net	988.7		998.1
Other purchased intangible assets, net	1,103.1		1,243.5
Deferred income tax assets	314.3		294.4
Deferred income tax assets	311.5		412.3
Equity investments	619.1		361.0
Equity investments	424.7		127.7
Other non-current assets	400.8		387.6
Other non-current assets	257.6		247.8
Total assets	$	8,898.9	$	9,488.3
Total assets	$	9,866.7	$	9,539.3
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Short-term debt	$	400.0	$	530.4
Accounts payable	$	170.9	$	161.6
Accounts payable	177.3		165.3
Accrued compensation and benefits	110.8		227.2
Accrued compensation and benefits	194.7		181.2
Deferred revenue	795.0		800.4
Deferred revenue	661.8		663.1
Income taxes payable	275.7		325.0
Income taxes payable	313.8		39.7
Other current liabilities	168.2		211.2
Other current liabilities	197.4		201.3
Liabilities held for sale	—		62.6
Liabilities held for sale	41.6		48.3
Total current liabilities	1,520.6		1,788.0
Total current liabilities	1,986.6		1,829.3
Long-term debt	1,391.0		1,390.6
Long-term debt	1,390.2		2,536.2
Deferred revenue, non-current	97.8		95.6
Deferred revenue, non-current	95.4		98.3
Deferred income tax liabilities	202.5		199.9
Deferred income tax liabilities	235.9		287.8
Other non-current liabilities	267.9		268.9
Operating lease liabilities	121.8		121.9
Total liabilities	3,479.8		3,743.0
Other non-current liabilities	161.7		165.7
Total liabilities	3,991.6		5,039.2
Commitments and contingencies (Note 13)
Stockholders’ equity:
Preferred stock, $0.001 par value; 3.0 shares authorized; none issued and outstanding	—		—
Common stock, $0.001 par value; 360.0 shares authorized; 245.8 and 246.5 shares issued and outstanding at the end of the third quarter of 2024 and year end 2023	0.2		0.2
Common stock, $0.001 par value; 360.0 shares authorized; 237.2 and 245.8 shares issued and outstanding at the end of the first quarter of 2025 and year end 2024	0.2		0.2
Additional paid-in-capital	2,~~330~~333.98		2,~~214~~369.64
Retained earnings	3,~~668~~283.35		23,~~437~~757.46
Accumulated other comprehensive loss	(~~124~~198.34)		(~~152~~381.19)
Total stockholders’ equity	5,~~875~~419.1		45,~~500~~745.13
Total liabilities and stockholders’ equity	$	98,~~866~~898.79	$	9,~~539~~488.3

See accompanying Notes to the Condensed Consolidated Financial Statements.

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TRIMBLE INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(UNAUDITED)

	Third Quarter of				First Three Quarters of
	First Quarter of
(In millions, except per share amounts)	~~2024~~2025		~~2023~~2024		~~2024~~		~~2023~~
Revenue:
Product	$	~~307~~271.6	$	~~444~~367.01	$	~~995.1~~	$	~~1,368.9~~
Subscription and services	~~568~~569.20		~~513~~586.32		~~1,704.8~~		~~1,497.4~~
Total revenue	~~875~~840.86		~~957~~953.3		~~2,699.9~~		~~2,866.3~~
Cost of sales:
Product	~~160~~143.7		~~215~~207.65		~~544.7~~		~~665.7~~
Subscription and services	~~120~~119.67		~~123~~124.84		~~365.4~~		~~364.2~~
Amortization of purchased intangible assets	1816.94		27.78		~~74.7~~		~~80.9~~
Total cost of sales	~~300~~279.28		~~367~~359.17		~~984.8~~		~~1,110.8~~
Gross margin	~~575~~560.68		~~590~~593.26		~~1,715.1~~		~~1,755.5~~
Operating expense:
Research and development	~~155~~158.65		~~162~~170.52		~~487.3~~		~~496.6~~
Sales and marketing	~~147~~153.12		146.28		~~436.4~~		~~436.9~~
General and administrative	~~127~~121.65		~~117~~134.21		~~410.4~~		~~369.2~~
Restructuring	2.4.5		116.86		~~14.1~~		~~26.1~~
Amortization of purchased intangible assets	2625.56		3126.27		~~79.7~~		~~74.8~~
Total operating expense	~~459~~463.23		~~468~~484.94		~~1,427.9~~		~~1,403.6~~
Operating income	~~116~~97.45		~~121~~109.32		~~287.2~~		~~351.9~~
Non-operating (expense) income, net:
Non-operating income (expense), net:
Divestitures (loss) gain, net	(22.6)		5.5		1,695.0		10.6
Interest expense, net	(15.6)		(45.2)
Interest expense, net	(14.1)		(46.8)		(77.4)		(113.2)
Income from equity method investments, net	1.0		5.6
(Loss) income from equity method investments, net	(0.6)		5.2		9.3		24.6
Other income, net	3.5		3.4
Other (loss) income, net	(6.0)		(5.8)		(6.0)		23.6
Total non-operating expense, net	(11.1)		(36.2)
Total non-operating (expense) income, net	(43.3)		(41.9)		1,620.9		(54.4)
Income before taxes	86.4		73.0
Income before taxes	73.1		79.4		1,908.1		297.5
Income tax provision	19.7		15.8
Income tax provision	32.5		4.5		493.9		49.2
Net income	$	66.7	$	57.2
Net income	$	40.6	$	74.9	$	1,414.2	$	248.3
Earnings per share:
Basic	$	0.1727	$	0.3023	$	~~5.76~~	$	~~1.00~~
Diluted	$	0.1627	$	0.3023	$	~~5.73~~	$	~~1.00~~
Shares used in calculating earnings per share:
Basic	~~245~~243.63		~~248~~245.65		~~245.4~~		~~248.0~~
Diluted	246.92		~~249~~247.74		~~246.9~~		~~249.1~~

See accompanying Notes to the Condensed Consolidated Financial Statements.

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TRIMBLE INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(UNAUDITED)

	Third Quarter of				First Three Quarters of
	First Quarter of
	2024		2023		2024		2023
	2025		2024
(In millions)
Net income	$	4066.67	$	7457.92	$	~~1,414.2~~	$	~~248.3~~
Foreign currency translation adjustments, net of tax	146.3		(119.7)		29.3		(75.6)
Other comprehensive income (loss), net of tax
Net change related to derivatives and other, net of tax	(0.2)		(0.2)		(1.5)		(3.6)
Foreign currency translation adjustments, net of tax	183.8		(80.3)
Comprehensive income (loss)	$	186.7	$	(45.0)	$	1,442.0	$	169.1
Net change related to derivatives and other, net of tax	(0.3)		(0.2)
Comprehensive income (loss)	$	250.2	$	(23.3)

See accompanying Notes to the Condensed Consolidated Financial Statements.

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TRIMBLE INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(UNAUDITED)

	Common stock					RetainedEarnings		~~AccumulatedOtherComprehensiveLoss~~AccumulatedOtherComprehensiveIncome (Loss)		TotalStockholders’Equity
	Shares	Amount		Additional Paid-In Capital
(In millions)
Balance at the end of 2023	246.5	$	0.2	$	2,214.6	$	2,437.4	$	(152.1)	$	4,500.1
Balance as of year end 2024	245.8	$	0.2	$	2,369.4	$	3,757.6	$	(381.9)	$	5,745.3
Net income	—	—		—		5766.27		—		5766.27
Other comprehensive loss	—	—		—		—		(80.5)		(80.5)
Other comprehensive income	—	—		—		—		183.5		183.5
Issuance of common stock under employee plans, net of tax withholdings	0.64	—		1617.71		(40.78)		—		1216.03
Stock repurchases	(2.9.0)	—		(2793.4)		(~~149~~540.10)		—		(~~176~~633.54)
Stock-based compensation	—	—		3640.87		—		—		3640.87
Balance at the end of the first quarter of 2024	244.2	$	0.2	$	2,240.7	$	2,340.8	$	(232.6)	$	4,349.1
Balance as of the end of the first quarter of 2025	237.2	$	0.2	$	2,333.8	$	3,283.5	$	(198.4)	$	5,419.1
Net income	—	—		—		1,316.4		—		1,316.4
Other comprehensive loss	—	—		—		—		(37.8)		(37.8)
Issuance of common stock under employee plans, net of tax withholdings	1.2	—		(5.4)		(28.8)		—		(34.2)
Stock repurchases	—	—		0.7		—		—		0.7
Stock-based compensation	—	—		39.2		—		—		39.2
Balance at the end of the second quarter of 2024	245.4	$	0.2	$	2,275.2	$	3,628.4	$	(270.4)	$	5,633.4
Net income	—	—		—		40.6		—		40.6
Other comprehensive income	—	—		—		—		146.1		146.1
Issuance of common stock under employee plans, net of tax withholdings	0.4	—		17.1		(0.7)		—		16.4
Stock repurchases	—	—		0.6		—		—		0.6
Stock-based compensation	—	—		38.0		—		—		38.0
Balance at the end of the third quarter of 2024	245.8	$	0.2	$	2,330.9	$	3,668.3	$	(124.3)	$	5,875.1

	Common stock					RetainedEarnings		AccumulatedOtherComprehensiveLoss		TotalStockholders’Equity
	Shares	Amount		Additional Paid-In Capital
(In millions)
Balance at the end of 2022	246.9	$	0.2	$	2,054.9	$	2,230.0	$	(234.9)	$	4,050.2
Balance as of year end 2023	246.5	$	0.2	$	2,214.6	$	2,437.4	$	(152.1)	$	4,500.1
Net income	—	—		—		~~128~~57.82		—		~~128~~57.82
Other comprehensive income	—	—		—		—		16.5		16.5
Other comprehensive loss	—	—		—		—		(80.5)		(80.5)
Issuance of common stock under employee plans, net of tax withholdings	0.56	—		16.97		(24.97)		—		1412.0
Stock-based compensation	—	—		35.7		—		—		35.7
Stock repurchases	(2.9)	—		(27.4)		(149.1)		—		(176.5)
Balance at the end of the first quarter of 2023	247.4	$	0.2	$	2,107.5	$	2,355.9	$	(218.4)	$	4,245.2
Stock-based compensation	—	—		36.8		—		—		36.8
Net income	—	—		—		44.6		—		44.6
Balance as of the end of the first quarter of 2024	244.2	$	0.2	$	2,240.7	$	2,340.8	$	(232.6)	$	4,349.1
Other comprehensive income	—	—		—		—		24.2		24.2
Issuance of common stock under employee plans, net of tax withholdings	0.9	—		(4.2)		(19.4)		—		(23.6)
Stock-based compensation	—	—		40.9		—		—		40.9
Balance at the end of the second quarter of 2023	248.3	$	0.2	$	2,144.2	$	2,381.1	$	(194.2)	$	4,331.3
Net income	—	—		—		74.9		—		74.9
Other comprehensive loss	—	—		—		—		(119.9)		(119.9)
Issuance of common stock under employee plans, net of tax withholdings	0.5	—		18.2		(0.6)		—		17.6
Stock-based compensation	—	—		39.1		—		—		39.1
Balance at the end of the third quarter of 2023	248.8	$	0.2	$	2,201.5	$	2,455.4	$	(314.1)	$	4,343.0

See accompanying Notes to the Condensed Consolidated Financial Statements.

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TRIMBLE INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	First Three Quarters of
	First Quarter of
(In millions)	~~2024~~2025		~~2023~~2024
Cash flow from operating activities:
Net income	$	~~1,414~~66.27	$	~~248~~57.32
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	~~179~~48.29		~~185~~62.29
Deferred income taxes	31(26.27)		(~~104~~13.08)
Stock-based compensation	~~110~~38.34		~~112~~36.54
Divestitures gain, net	(1,695.0)		(10.6)
Other, net	4.0		(2.3)
Other, net	42.5		(5.9)
(Increase) decrease in assets:
Accounts receivable, net	~~103~~206.91		2463.09
Inventories	173.04		468.38
Other current and non-current assets	~~(51~~35.6)8		~~(35~~8.5)1
Increase (decrease) in liabilities:
Accounts payable	18(1.04)		526.05
Accrued compensation and benefits	7(120.61)		12(46.3)
Deferred revenue	12(13.05)		~~(39~~60.7)8
Income taxes payable	~~250~~(50.72)		62(18.51)
Other current and non-current liabilities	(2335.78)		(210.23)
Net cash provided by operating activities	~~416~~155.36		~~498~~233.28
Cash flow from investing activities:
Proceeds from divestitures	1,923.2		15.1
Purchases of property and equipment	(6.6)		(6.8)
Acquisitions of businesses, net of cash acquired	(22.0)		(2,088.9)
Other, net	(7.9)		3.3
Purchases of property and equipment	(27.5)		(32.2)
Net cash used in investing activities	(14.5)		(3.5)
Other, net	(13.7)		41.6
Net cash provided by (used in) investing activities	1,860.0		(2,064.4)
Cash flow from financing activities:
Issuance of common stock, net of tax withholdings	(616.0)3		812.0
Repurchases of common stock	(~~175~~627.04)		—(175.0)
Proceeds from debt and revolving credit lines	~~521~~114.27		~~3,398~~521.82
Payments on debt and revolving credit lines	(~~1,799~~114.37)		(~~1,856~~555.8)
Other, net	~~(4.6)~~—		(294.36)
Net cash (used in) provided by financing activities	(1,463.7)		1,520.7
Net cash used in financing activities	(611.1)		(202.2)
Effect of exchange rate changes on cash and cash equivalents	212.52		(25.64)
Net increase (decrease) in cash and cash equivalents	815.1		(48.1)
Net (decrease) increase in cash and cash equivalents	(457.8)		22.7
Cash and cash equivalents - beginning of period (1)	~~238~~747.98		~~271~~238.09
Cash and cash equivalents - end of period (1)	$	~~1,054~~290.0	$	~~222~~261.96
Supplemental cash flow disclosure:
Cash tax paid, net, excluding tax for the Ag divestiture	$	81.6	$	72.5
Cash paid for income taxes, net	$	48.3	$	8.4
Cash tax paid for the Ag divestiture	$	87.1	$	—
Non-cash equity investments (Note 3)
(1) Includes $17.1 million, $9.1 million, and $6.1 million of cash and cash equivalents classified as held for sale as of September 27, 2024, December 29, 2023, and September 29, 2023.
(1) Includes $9.0 million, $6.5 million, and $9.1 million of cash and cash equivalents classified as held for sale as of January 3, 2025, March 29, 2024, and December 29, 2023.

See accompanying Notes to the Condensed Consolidated Financial Statements.

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TRIMBLE INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

NOTE 1. OVERVIEW AND ACCOUNTING POLICIES

Basis of Presentation

The Condensed Consolidated Financial Statements include our results of our consolidated subsidiaries. Intercompany accounts and transactions have been eliminated.

WeThe ~~use~~interim afinancial ~~52-~~information tois ~~53-week~~unaudited, ~~year~~and ~~ending~~reflects onall ~~the~~normal ~~Friday~~adjustments ~~nearest~~that toare, ~~December 31. 2024~~in isour opinion, necessary to provide a ~~53-week~~fair ~~year~~statement ~~and~~of ~~2023~~results ~~was~~for athe ~~52-week~~interim ~~year~~periods presented. ~~The~~This ~~third~~report ~~quarter~~should ofbe read in conjunction with our 2024 ~~and~~Form ~~2023~~10-K ~~ended~~that onincludes ~~September 27,~~additional ~~2024~~information ~~and~~about ~~September 29,~~our ~~2023. Unless~~significant ~~otherwise~~accounting ~~stated,~~policies ~~all~~and ~~dates~~the ~~refer~~methods toand ~~these~~assumptions ~~periods~~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 2024 Form 10-K.

We use a 52- to 53-week year ending on the Friday nearest to December 31. 2025 is a 52-week year, and 2024 was a 53-week year. The first quarter of 2025 began on January 4, 2025 and ended on April 4, 2025. The first quarter of 2024 began on December 30, 2023 and ended on March 29, 2024. Unless otherwise stated, all dates refer to these periods.

Use of Estimates

WeThe ~~prepared~~preparation ~~our~~of ~~interim~~financial ~~Condensed~~statements ~~Consolidated~~in ~~Financial~~accordance ~~Statements~~with U.S. GAAP requires us to make estimates and assumptions that ~~accompany~~affect ~~these~~the ~~notes~~amounts reported in ~~conformity~~the ~~with~~financial Ustatements and accompanying notes.S. Estimates ~~GAAP~~and assumptions are used for (i) revenue recognition, ~~consistent~~including indetermining ~~all~~the ~~material~~nature ~~respects~~and ~~with~~timing ~~those~~of ~~applied~~satisfaction inof ~~our~~performance ~~2023~~obligations ~~Form~~and 10determining standalone selling price of performance obligations; (ii) inventory valuation; (iii) valuation of investments; (iv) valuation of long-Klived 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 that we experience may differ materially from our estimates.

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 2023 Form 10-K that includes additional information about our significant accounting policies and the methods and assumptions used in our estimates.

The preparation of financial statements in accordance with U.S. generally accepted accounting principles (“GAAP”) requires us to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Estimates and assumptions are used for (i) revenue recognition, including determining the nature and timing of satisfaction of performance obligations and determining standalone selling price of performance obligations; (ii) inventory valuation; (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 that we experience may differ materially from our estimates.

New Segment Structure

As a result of the Ag divestiture and our Chief Operating Decision Maker’s (“CODM”) revised organizational structure, effective in the first quarter of 2024, we reorganized our businesses under a new segment structure. This structure brings similar businesses together, which is expected to enhance our ability to achieve scale and growth consistent with our strategy. The updated segment structure is comprised of (i) Architects, Engineers, Construction and Owners (“AECO”), (ii) Field Systems, and (iii) Transportation and Logistics (“T&L”). Prior-year information has been adjusted to reflect the change in segment reporting.

Recently Issued Accounting Pronouncements Not Yet Adopted

In November 2024, the FASB issued Accounting Standards Update (“ASU”) 2024-03, Income Statement -– Reporting Comprehensive Income (Topic 220): Disaggregation of Income Statement Expenses. The ASU requires additional disclosures by disaggregating the costs and expense line items that are presented on the face of the income statement. The 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~~annual ~~Report~~report on Form 10-K beginning in 2027 and subsequent interim ~~reports. Early~~reporting ~~adoption~~periods, iswith early adoption permitted. The ASU ~~should~~can be applied either prospectively~~. Retrospective~~ ~~application~~or ~~is permitted for all prior periods presented in the financial statements~~retrospectively. We are currently evaluating the impact of adopting this ASU on our financial reporting disclosures.

In ~~November~~December 2023, the FASB issued ASU 2023-0709, ~~Segment~~Income ~~Reporting~~Taxes (Topic ~~280~~740): Improvements to ~~Reportable~~Income ~~Segment~~Tax Disclosures. The ASU updates ~~reportable~~the ~~segment~~annual ~~disclosure~~income ~~requirements~~tax ~~primarily~~disclosures ~~through~~by requiring (i) ~~enhanced~~specific ~~disclosures~~categories ~~about~~and ~~significant~~greater ~~segment~~disaggregation ~~expenses,~~of information in the rate reconciliation; (ii) ~~the~~income ~~composition~~taxes ofpaid ~~other~~disaggregated ~~segment~~by ~~items,~~taxing authority and jurisdiction; and (iii) ~~optional~~ disclosures of ~~more~~pretax ~~than~~income ~~one measure of segment profit~~ (or loss) ifand ~~the~~income ~~CODM~~tax ~~uses~~expense ~~those~~(or ~~measures~~benefit). Additionally, tocertain ~~assess~~existing ~~segment~~disclosure ~~performance~~requirements ~~and~~are ~~allocate resources~~removed. The ASU is effective for our ~~Annual~~annual ~~Report~~report on Form 10-K beginning in ~~2024~~2025 ~~and~~on ~~subsequent~~a ~~interim~~prospective ~~reports~~basis. Early adoption isand retrospective application are permitted. ~~The~~We ~~ASU~~are ~~should~~currently beevaluating ~~applied retrospectively to all prior periods presented in~~ the ~~financial~~impact ~~statements. Adoption~~ of adopting this ASU ~~will~~on ~~result~~our infinancial ~~additional~~reporting disclosures ~~related to the reportable segments~~.

InRecently ~~December~~Adopted ~~2023,~~Accounting the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The ASU updates the annual income tax disclosures by requiring (i) specific categories and greater disaggregation of information in the rate reconciliation, (ii) income taxes paid disaggregated by taxing authority and jurisdiction, and (iii) disclosures of pretax income (or loss) and income tax expense (or benefit). Additionally, certain existing disclosure requirements are removed. The Pronouncements

We did not adopt any new accounting pronouncements during the first quarter of 2025.

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ASU is effective for our Annual Report on Form 10-K beginning in 2025 and is applied prospectively. Early adoption and retrospective application are permitted. We are currently evaluating the impact of adopting this ASU on our financial reporting disclosures.

Recently Adopted Accounting Pronouncements

There are no recently adopted accounting pronouncements.

NOTE 2. COMMON STOCK REPURCHASE

OnIn ~~January~~the ~~28,~~first ~~2024~~quarter of 2025, ~~our~~the Board of Directors approved a new stock repurchase program ~~(the “2024 Stock Repurchase Program”)~~ authorizing up to $~~800~~1.0 ~~million~~billion in repurchases of our common stock. The ~~2024~~new ~~Stock~~stock ~~Repurchase~~repurchase ~~Program~~program replaced the prior 2024 stock repurchase program, which was approved in ~~August~~January ~~2021~~2024 and has been cancelled.

Under the ~~2024~~2025 ~~Stock~~stock ~~Repurchase~~repurchase ~~Program~~program, we may repurchase stock from time to time through accelerated ~~share~~stock repurchase programs, open market transactions, privately negotiated transactions, block purchases, tender offers, or by other means. The timing and actual ~~number~~amount of any stock repurchased will depend on a variety of factors, including market conditions, our stock price, other available uses of capital, applicable legal requirements, and other factors. ~~The~~This ~~2024~~program ~~Stock Repurchase Program~~ may be suspended, modified, or discontinued at any time without prior notice. The stock repurchase authorization does not have an expiration date. At the end of the ~~third~~first quarter of ~~2024~~2025, there were remaining authorized funds of $~~625~~372.06 million. ~~The~~ ~~stock repurchase authorization does not have an expiration date.~~

~~There~~During ~~were~~the nofirst quarter of 2025, we repurchased approximately 9.0 million shares of common stock ~~repurchases~~in ~~during~~open ~~the~~market ~~third~~purchases ~~quarter~~at an average price of ~~2024~~$69.93 per share for a total of $627.4 million. During the first ~~three~~quarter ~~quarters~~ of 2024, we repurchased approximately 2.9 million shares of common stock in open market purchases at an average price of $60.97 per share for a total of $175.0 million. ~~There were no stock repurchases during the first three quarters of 2023.~~

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

NOTE 3. ~~ACQUISITION~~DIVESTITURES

OnMobility April 3, 2023, we acquired Transporeon GmbH in an all-cash transaction. Transporeon is a Germany-based company and leading cloud-based transportation management software platform that connects key stakeholders across the industry lifecycle to positively impact the optimization of global supply chains, which aligns with our Connect and Scale strategy. Transporeon is reported as part of our T&L segment. Divestiture

~~The~~On ~~total~~February ~~purchase consideration was €1.9 billion~~8, ~~or $2.1 billion~~2025, ~~which~~we ~~included~~completed the ~~repayment~~sale of ~~outstanding~~our ~~Transporeon~~Mobility ~~debt~~business to Platform Science in exchange for equity ownership interests with a fair value of $~~339~~253.69 million. InThe ~~allocating~~fair ~~the~~value ~~purchase~~was ~~price~~based on unobservable inputs, weincluding ~~recorded~~discounted $1cash flow projections,~~390.1 million~~ ofmarket ~~goodwill~~comparables, ~~$939~~and an option pricing model.~~8 million~~ Following the closing of ~~identifiable~~the ~~intangible~~transaction, ~~assets~~we own, $9or have rights to acquire, 32.~~3 million~~5% of ~~net~~Platform ~~tangible~~Science’s ~~assets,~~expanded ~~and~~business ~~$256.6 million~~comprised of ~~deferred~~(i) ~~tax~~shares ~~liability~~of preferred stock, with certain liquidation preferences, that represent 28. ~~See~~5% ~~Note~~ownership, 3and ~~“Acquisitions”~~(ii) ofcommon stock warrants allowing us the ~~2023~~rights ~~Form~~to ~~10-K~~acquire ~~for~~4% of additional ~~information~~ownership.

~~Pro~~Upon ~~Forma~~closing ~~Financial~~the ~~Information~~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.

The ~~unaudited~~combined ~~pro~~business ~~forma~~aims ~~financial~~to ~~information~~enhance ~~presented~~driver inexperience, ~~the~~fleet ~~following~~safety, ~~table~~efficiency, ~~was~~and ~~determined~~compliance by combining ~~the~~two ~~historical~~cutting-edge financial information of Trimble and Transporeon, along with the effects from business combination accounting and the associated debt resulting from this acquisition as if the companies were combined beginning in-cab ~~the~~commercial ~~first~~vehicle ~~quarter of 2022~~ecosystems. This information is presented for informational purposes only, and it is not necessarily indicative of the operating results that would have occurred if the acquisition had been consummated as of that date. This information should not be used as a predictive measure of our future financial position, results of operations, or liquidity.

	First Three Quarters of
	2023
(In millions)
Total revenue	$	2,906.8
Net income	210.0

Ag Divestiture

~~NOTE~~On 4April 1, 2024, we completed the sale and contribution of our Ag business to AGCO in exchange for $1.9 billion ~~DIVESTITURES~~of cash proceeds and an equity ownership interest in PTx Trimble, a joint venture (the “JV”) that was formed by Trimble and AGCO, with a fair value of $275.6 million. The fair value was based on a combination of the equity value, primarily the transaction price, and an option pricing model for a put and call option. Following the closing of the transaction, we own 15% of PTx Trimble.

~~Pending~~Upon ~~Mobility~~closing ~~Divestiture~~the transaction, we deconsolidated $457.3 million of net assets, including $357.4 million of goodwill, and we recorded our equity investment at its fair value under the equity method of accounting, which represents a non-cash investing activity. As a result, we recognized a pre-tax gain of $1.7 billion in the second quarter of 2024, which included the gain for our retained 15% ownership interest in the JV. The sale and contribution of the Ag business excluded certain GNSS and guidance technologies. Ag was reported as a part of our Field Systems segment.

The formation of the JV is expected to better serve farmers with factory fit and aftermarket applications in the mixed fleet precision agriculture market to help farmers drive productivity, efficiency, and sustainability.

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OnNOTE September 14, 2024, we entered into a definitive agreement with Platform Science to sell our Mobility business, which is part of our T&L segment. The pending transaction aims to enhance driver experience, fleet safety, efficiency, and compliance by combining two cutting-edge in-cab commercial vehicle ecosystems, which will give customers access to more applications and offerings. As part of the agreement, we will own, and have rights to acquire, 32.5% of Platform Science’s expanded business upon the closing of the pending transaction, for an approximate fair value of $248.7 million. We will receive (i) shares of preferred stock of Platform Science, with certain liquidation preferences, that represent 28.5% of Platform Science’s expanded business and (ii) warrants allowing us the rights to acquire 4~~% of Platform Science’s expanded business~~. We ~~expect~~EQUITY the pending transaction to close in the first half of 2025, subject to customary closing conditions and regulatory approval. Upon the closing, our equity ownership interest will be reported at cost under the measurement alternative election for equity investments.INVESTMENTS

The ~~assets~~following ~~and~~table ~~liabilities~~presents ofour ~~Mobility~~equity ~~are~~investments ~~classified as held for sale beginning~~ in the third quarter of 2024. A valuation allowance was established to reduce the carrying value of the disposal group assets to fair value. The fair value of the disposal group was determined based on unobservable inputs, including discounted cash flow projections, market comparables, and an option pricing model. As a result, in the third quarter of 2024, we recorded a prenon-~~tax~~marketable ~~loss of approximately $23.5 million included within Divestitures (loss) gain, net in our Condensed Consolidated Statements of Income.~~securities:

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


	As of
	First Quarter of		Year End
	2025		2024
(In millions)
Equity method investments	$	336.6	$	334.6
Other investments	282.5		26.4
Total equity investments	$	619.1	$	361.0

	As of
	Third Quarter of 2024
(In millions)
Cash and cash equivalents	$	17.1
Accounts receivable, net	65.1
Inventories, net	25.2
Other current assets	9.5
Goodwill	147.3
Other non-current assets	61.0
Valuation allowance	(13.5)
Total Assets held for sale	$	311.7
Accounts payable	$	4.1
Deferred revenue, current	12.0
Other current liabilities	13.7
Deferred revenue, non-current	5.2
Other non-current liabilities	6.6
Total Liabilities held for sale	$	41.6

Equity Method Investments

AgEquity ~~Divestiture~~method investments primarily represent joint operating ventures in privately-held companies with ownership rights varying from 15% 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 income (expense), net and by monitoring these investments for any impairments.

OnThe ~~September~~total ~~28,~~carrying ~~2023,~~amount weof ~~executed~~equity amethod ~~Sale~~investments ~~and~~was ~~Contribution~~primarily ~~Agreement~~related ~~with~~to ~~AGCO~~our ~~that~~15% ~~provided~~investment ~~for~~in ~~the formation of a joint venture, called~~ PTx Trimble, ~~that~~of ~~operates in the mixed fleet precision agriculture market~~$220. ~~The~~5 ~~agreement~~million ~~was amended~~ and ~~restated on March 31, 2024, and the transaction closed on April 1, 2024~~$222. ~~Under~~3 ~~the~~million ~~terms~~at of the ~~agreement,~~end ~~we contributed our Ag business, excluding certain GNSS and guidance technologies, to PTx Trimble, an LLC. Following the closing~~ of the ~~transaction,~~first wequarter ~~own 15% and AGCO owns 85%~~ of ~~PTx~~2025 ~~Trimble. The agreement provides AGCO with a call option~~ and ~~Trimble~~the ~~with~~year aend ~~put option with respect to our retained interest in PTx Trimble~~2024. ~~Ag was reported as a part of our Field Systems segment.~~

~~Upon~~Other ~~closing~~Investments of the transaction in the second quarter of 2024, we received $1.9 billion of cash proceeds from AGCO, subject to working capital adjustments. As a result, we deconsolidated $457.3 million of net assets, including $357.4 million of goodwill, and recognized a pre-tax gain of $1.7 billion. The gain included $275.6 million for our retained 15% ownership interest in PTx Trimble, which is reported as an equity method investment. The fair value of our equity method investment was determined by using a combination of the equity value, primarily based on the transaction price, and an option pricing model for a put and call option.

InOther ~~addition~~investments represent early-stage companies without readily determinable fair values with ownership rights varying from 1% to ~~forming~~32.5%. The ~~PTx~~Company ~~Trimble,~~applies the ~~parties~~measurement ~~concurrently~~alternative ~~entered~~for ~~into~~these ~~agreements~~investments, ~~that~~which ~~included~~requires measurement at initial cost, less any impairments, adjusted for observable price changes. Adjustments are recorded in other income (expense), net, which were immaterial for the ~~following:~~periods presented.

•aThe ~~seven-year~~total ~~renewable~~carrying ~~supply~~amount ~~agreement~~of ~~(the~~other ~~“Supply~~investments ~~Agreement”)~~was ~~through~~primarily ~~which~~related ~~we will provide key GNSS and guidance technologies~~ to ~~PTx~~our ~~Trimble~~32.5% ~~for~~investment ~~use~~ in ~~professional~~Platform ~~agriculture~~Science ~~machines~~of ~~sold~~$253.9 million byat ~~AGCO,~~the onend anof ~~exclusive~~the ~~basis~~first ~~with~~quarter ~~limited~~of ~~exceptions;~~2025.

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

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

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

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

NOTE 5. INTANGIBLE ASSETS AND GOODWILL

Intangible Assets

The following table presents a summary of our intangible assets:

As of

Third Quarter of 2024

Year End 2023

First Quarter of 2025

Year End 2024

Gross

Carrying

Accumulated

Net Carrying

Carrying

Accumulated

Net Carrying

(In millions)

Amount

Amortization

Amount

Amortization

Amount

Developed product technology

~~874~~809.95

(~~587~~562.98)

~~287~~246.07

~~908~~819.50

(~~554~~561.12)

~~354~~257.48

Customer relationships

1,~~242~~210.72

(~~428~~472.68)

~~814~~737.14

1,~~358~~175.45

(~~474~~440.52)

~~883~~735.93

Trade names and other intellectual properties

4138.39

(3934.3)

24.06

4839.0

(4234.80)

5.20

2,~~158~~058.96

(1,~~055~~069.89)

~~1,103~~988.17

2,~~314~~033.95

(1,~~071~~035.4)

~~1,243~~998.51

The estimated future amortization expense of intangible assets at the end of the ~~third~~first quarter of ~~2024~~2025 was as follows:

(In millions)
2024 (Remaining)	$	45.9
2025 (Remaining)	$	124.7
2025	170.6
2026	162.2
2026	165.5
2027	148.9
2027	152.2
2028	134.8
2028	138.1
2029	113.4
Thereafter	~~430~~304.87
Total	$	~~1,103~~988.17

~~Goodwill~~12

The changes in the carrying amount of goodwill by segment for the first three quarters of 2024 were as follows:

	AECO		Field Systems		T&L		Total
(In millions)
Balance as of year end 2023	$	1,996.9	$	1,063.5	$	2,290.2	$	5,350.6
Additions due to acquisitions	16.2		—		—		16.2
Assets held for sale	—		—		(147.3)		(147.3)
Decreases due to divestitures	(0.8)		(91.7)		—		(92.5)
Foreign currency translation and other adjustments	7.5		(2.6)		9.9		14.8
Balance as of the end of the third quarter of 2024	$	2,019.8	$	969.2	$	2,152.8	$	5,141.8

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Goodwill

The changes in the carrying amount of goodwill by segment for the first quarter of 2025 were as follows:


	AECO		Field Systems		T&L		Total
(In millions)
Balance as of year end 2024	$	1,986.1	$	958.2	$	2,044.1	$	4,988.4


Decreases due to divestitures	—		—		(3.6)		(3.6)
Foreign currency translation and other adjustments	23.4		9.8		88.6		121.8

Balance as of the end of the first quarter of 2025	$	2,009.5	$	968.0	$	2,129.1	$	5,106.6

NOTE 6. INVENTORIES

The components of ~~inventory~~inventories, net were as follows:

	As of
	Third Quarter of		Year End
	First Quarter of		Year End
	2024		2023
	2025		2024
(In millions)
Raw materials	$	7578.91	$	8871.47
Work-in-process	54.08		35.02
Finished goods	~~111~~104.23		~~144~~117.34
Total inventories	$	~~192~~187.12	$	~~235~~194.73

NOTE 7. REPORTING SEGMENT AND GEOGRAPHIC INFORMATION

~~Our~~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 ~~based~~factors, onincluding ~~the~~market ~~results~~separation ofand ~~our~~customer-specific ~~reportable~~applications, go-to-market channels, and products and services, were considered in determining these operating segments. Our ~~under~~CODM ~~our~~uses ~~management~~segment ~~reporting~~revenue ~~system~~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:

•Architects, Engineers, Construction and Owners (“AECO”). This segment primarily ~~provides~~serves customers working in architecture, engineering, construction, design, asset management, operations, and maintenance. Within this segment, our most substantial product portfolios are software solutions ~~that~~focused ~~sell~~on design, engineering, building and civil construction, capital planning, and asset management software. Products are sold primarily through a direct channel to customers ~~in the construction industry~~.

•Field Systems. This segment primarily ~~provides~~serves ~~hardware~~customers working in surveying and ~~associated~~mapping, civil construction, building construction field services, and positioning systems. Within this segment, our most substantial product portfolios are hardware and software solutions ~~that~~focused ~~sell~~on geospatial, civil engineering construction, and positioning services. Products are sold and distributed primarily through ~~dealer~~a ~~partner~~global ~~channels~~network of independent distribution partners.

•Transportation and Logistics (“T&L”). This segment ~~primarily~~ provides a suite of solutions for ~~customers~~shippers, ~~working~~carriers, inand ~~long~~intermediaries ~~haul~~globally. Within ~~trucking~~this ~~and~~segment, our most substantial product portfolio addresses the truckload freight ~~shipper~~market. Products ~~markets~~are sold primarily through a direct channel to customers.

The following reporting segment tables reflect the ~~results~~revenue, costs and expenses, and operating income of our reportable operating segments under our management reporting system. Segment costs and expenses include directly attributable costs and certain indirect costs allocated to segments, such as facilities, information technology, cloud services, finance, legal, and human resources. This is consistent with the way the CODM evaluates each of the segment’s performance and allocates resources.

	Reporting Segments
	AECO		Field Systems		T&L		Total
(In millions)
Third Quarter of 2024
Segment revenue	$	306.0	$	374.6	$	195.2	$	875.8
Segment operating income	89.0		123.7		41.0		253.7
Third Quarter of 2023
Segment revenue	$	269.6	$	495.4	$	192.3	$	957.3
Segment operating income	77.8		165.0		33.6		276.4
First Three Quarters of 2024
Segment revenue	$	944.8	$	1,173.1	$	582.0	$	2,699.9
Segment operating income	294.8		331.8		113.2		739.8
First Three Quarters of 2023
Segment revenue	$	821.8	$	1,515.9	$	528.6	$	2,866.3
Segment operating income	235.6		478.3		80.6		794.5

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	Reporting Segments
	AECO			Field Systems			T&L			~~Total~~
(In millions)
As of the end of the Third Quarter of 2024
First Quarter of 2025
Accounts receivable, net	$	154.5		$	260.9		$	110.2		$	525.6
Segment revenue	$	335.4		$	359.2		$	146.0
Inventories	1.0			190.8			0.3			192.1
Cost of sales	58.9			154.2			44.6
Goodwill	2,019.8			969.2			2,152.8			5,141.8
Operating expense	184.9			98.4			75.3
As of Year End 2023
Operating income	$	91.6		$	106.6		$	26.1
Accounts receivable, net	$	222.5		$	309.8		$	174.3		$	706.6
Operating income %	27.3		%	29.7		%	17.9		%
Inventories	3.2			202.7			29.8			235.7
First Quarter of 2024
Goodwill	1,996.9			1,063.5			2,290.2			5,350.6
Segment revenue	$	339.1		$	419.2		$	195.0
Cost of sales	55.3			195.9			73.5
Operating expense	157.1			125.0			85.2
Operating income	$	126.7		$	98.3		$	36.3
Operating income %	37.4		%	23.4		%	18.6		%

A reconciliation of our condensed consolidated segment operating income to condensed consolidated income before income taxes was as follows:

	Third Quarter of				First Three Quarters of
	First Quarter of
	2024		2023		2024		2023
	2025		2024
(In millions)
Consolidated segment operating income	$	253.7	$	276.4	$	739.8	$	794.5
Total segment operating income	$	224.3	$	261.3
Unallocated general corporate expenses	(2826.91)		(2526.49)		~~(86.2)~~		~~(86.4)~~
Amortization of purchased intangible assets	(4542.40)		(5854.95)		~~(154.4)~~		~~(155.7)~~
Acquisition / divestiture items	(178.49)		(2223.09)		~~(75.2)~~		~~(55.5)~~
Stock-based compensation / deferred compensation	(3837.15)		(3738.98)		~~(115.0)~~		~~(115.4)~~
Restructuring and other costs	(712.53)		(108.90)		~~(21.8)~~		~~(29.6)~~
Consolidated operating income	~~116~~97.45		~~121~~109.32		~~287.2~~		~~351.9~~
Total non-operating (expense) income, net	(43.3)		(41.9)		1,620.9		(54.4)
Total non-operating expense, net	(11.1)		(36.2)
Consolidated income before taxes	$	7386.14	$	7973.40	$	~~1,908.1~~	$	~~297.5~~

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The disaggregation of revenue by geography is summarized in the tables below. Revenue is defined as revenue from external customers attributed to countries based on the location of the customer and is consistent with the Reporting Segment tables above.

	Reporting Segments
	AECO		Field Systems		T&L		Total
(In millions)
Third Quarter of 2024
First Quarter of 2025
North America	$	~~197~~229.52	$	~~210~~192.03	$	~~117~~84.02	$	~~524~~505.57
Europe	7871.08		8895.96		6555.73		~~232~~222.67
Asia Pacific	2427.17		4849.24		2.97		7579.28
Rest of World	6.47		2721.59		93.68		4332.54
Total segment revenue	$	~~306~~335.04	$	~~374~~359.62	$	~~195~~146.20	$	~~875~~840.86
Third Quarter of 2023
First Quarter of 2024
North America	$	~~159~~193.61	$	~~238~~182.10	$	~~120~~119.7	$	~~518~~494.48
Europe	66100.70		~~134~~140.75		5956.37		~~260~~297.72
Asia Pacific	2435.60		7965.0		25.37		105.97
Rest of World	1811.70		4331.67		1012.09		7255.36
Total segment revenue	$	~~269~~339.61	$	~~495~~419.42	$	~~192~~195.30	$	~~957~~953.3
First Three Quarters of 2024
North America	$	582.1	$	592.4	$	351.6	$	1,526.1
Europe	249.3		325.6		186.3		761.2
Asia Pacific	86.1		172.3		11.9		270.3
Rest of World	27.3		82.8		32.2		142.3
Total segment revenue	$	944.8	$	1,173.1	$	582.0	$	2,699.9
First Three Quarters of 2023
North America	$	486.1	$	687.1	$	352.6	$	1,525.8
Europe	217.9		449.2		144.1		811.2
Asia Pacific	72.8		241.2		5.6		319.6
Rest of World	45.0		138.4		26.3		209.7
Total segment revenue	$	821.8	$	1,515.9	$	528.6	$	2,866.3

Total revenue in the United States, as included in the Condensed Consolidated Statements of Income, was $483.3 million and $478.6 million for the third quarter of 2024 and 2023, and $1,407.1 million and $1,401.2 million for the first three quarters of 2024 and 2023. No single customer or country other than the United States accounted for 10% or more of our total revenue. 14

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Total revenue in the United States, as included in the Condensed Consolidated Statements of Income, was $469.8 million and $456.9 million for the first quarter of 2025 and 2024. No single customer or country other than the United States accounted for 10% or more of our total revenue.

NOTE 8. DEBT

Debt consisted of the following:

		As of
		Third Quarter of				Year End
		First Quarter of				Year End
Instrument	Date of Issuance	~~2024~~2025			~~2023~~2024
(In millions)		Effective interest rate
Senior Notes:
Senior Notes, 4.75%, due December 2024	November 2014	4.95%	$	400.0		$	400.0
Senior Notes, 4.90%, due June 2028	June 2018	5.04%	$	600.0		$	600.0
Senior Notes, 4.90%, due June 2028	June 2018	5.04%	600.0			600.0
Senior Notes, 6.10%, due March 2033	March 2023	6.13%	800.0			800.0
Credit Facilities:
Unamortized discount and issuance costs			(9.0)			(9.4)
2022 Revolving Credit Facility, due March 2027	September 2022		—			150.0
Total long-term debt			$	1,391.0		$	1,390.6
Term Loan, due April 2026	April 2023		—			500.0
Term Loan, due April 2028	April 2023		—			500.0
Uncommitted Credit Facilities, floating rate			—			130.4
Unamortized discount and issuance costs			(9.8)			(13.8)
Total debt			$	1,790.2		$	3,066.6
Less: Short-term debt			400.0			530.4
Long-term debt			$	1,390.2		$	2,536.2

Debt Maturities

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

Year Payable
2024 (Remaining)	$	400.0
2025	—
2026	—
2027	—
2028	600.0
Thereafter	800.0
Total	$	1,800.0

Senior Notes

All of our senior notes are unsecured obligations. Interest on the senior notes is payable semi-annually in June and December of each year, ~~except~~ for the ~~interest~~2028 ~~on the 2033~~ senior notes ~~payable~~and in March and September for the 2033 senior notes. Additional details are unchanged from the information disclosed in Note 8 “Debt” of the ~~2023~~2024 Form 10-K.

Credit Facilities

2023 Term Loans

In 2023, we entered into two unsecured, variable-rate term loans comprised of a 3-year tranche for $500.0 million and a 5-year tranche for $500.0 million. In the second quarter of 2024, we repaid the term loans in full using a portion of the funds received in connection with the Ag divestiture.

2022 Credit Facility

In 2022, we entered into a five-year, unsecured, revolving credit facility in the aggregate principal amount of up to $1.25 billion. Subject to approval, we may increase the commitments for revolving loans by an aggregate principal amount of up to $500.0 million. The variable interest rate and commitment fees are based on our current long-term, senior unsecured debt ratings, our leverage ratio, and certain specified sustainability targets.

At the end of the first quarter of 2025, we were in compliance with our debt covenants for the 2022 credit facility. Additional details are unchanged from the information disclosed in Note 8 “Debt” of the 2024 Form 10-K.

Uncommitted Facilities

At the end of the ~~third~~first quarter of ~~2024~~2025, we had two $75.0 million and one €100.0 million revolving credit facilities, which are uncommitted. Generally, these variable-rate, uncommitted facilities may be redeemed upon demand. Borrowings under uncommitted facilities are classified as short-term debt in the Condensed Consolidated Balance Sheet.

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Covenants

The 2022 credit facility contains customary covenants, including, among other requirements, limitations that restrict our and our subsidiaries’ ability to create liens and enter into sale and leaseback transactions, and restrictions on the ability of the subsidiaries to incur indebtedness. The facility contains financial covenants that require the maintenance of maximum leverage and minimum interest coverage ratios, as well as the timely delivery of quarterly financial reports and compliance certificates. At the end of the third quarter of 2024, we were in compliance with our debt covenants under a waiver of the financial reporting covenants.

NOTE 9. FAIR VALUE MEASUREMENTS

Fair value is measured by using observable or, to the extent necessary, unobservable inputs.

Financial instruments recorded at fair value include our deferred compensation plan. The fair value was $3129.93 million and $31.20 million at the end of the ~~third~~first quarter of ~~2024~~2025 and the end of ~~2023~~2024, and is included in Other non-current assets and Other non-current liabilities on our Condensed Consolidated Balance Sheets. The fair value was measured by using quoted prices in active markets.

Financial instruments not recorded at fair value on a recurring basis (debt) had an estimated fair value of $1.94 billion ~~and $3.1 billion~~ at both the end of the ~~third~~first quarter of ~~2024~~2025 and the end of ~~2023~~2024. The fair value of the debt was determined based on observable market prices in less active markets. The fair values do not indicate the amount we would currently have to pay to extinguish the debt.

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NOTE 10. DEFERRED REVENUE AND REMAINING PERFORMANCE OBLIGATIONS

Deferred Revenue

Changes in our deferred revenue during the ~~third~~first quarter ~~and the first three quarters~~ of ~~2024~~2025 and ~~2023~~2024 were as follows:

Third Quarter of

First Three Quarters of

First Quarter of

(In millions)

~~2024~~2025

~~2023~~2024

~~2024~~

~~2023~~

Beginning balance of the period

~~813~~896.60

~~745~~761.64

~~761.4~~

~~737.6~~

Revenue recognized from prior year-end

(~~113~~327.45)

(~~107~~299.82)

~~(585.9)~~

~~(543.0)~~

Billings net of revenue recognized from current year and other

57324.03

54356.84

~~581.7~~

~~498.0~~

Ending balance of the period

~~757~~892.28

~~692~~818.6

~~757.2~~

~~692.6~~

Remaining Performance Obligations

At the end of the ~~third~~first quarter of ~~2024~~2025, approximately $1.57 billion of revenue is expected to be recognized from remaining performance obligations for which goods or services have not been delivered, primarily subscription, software, and software maintenance, and to a lesser extent, hardware and professional services contracts. We expect to recognize $1.12 billion or 7172% of our remaining performance obligations as revenue during the next 12 months and the remainder thereafter.

The remaining performance obligations exclude $0.2 billion for the pending Mobility divestiture.

NOTE 11. EARNINGS PER SHARE

Basic earnings per share is computed based on the weighted-average number of shares of common stock outstanding during the period. Diluted earnings 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.

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The following table shows the computation of basic and diluted earnings per share:

	Third Quarter of				First Three Quarters of
	First Quarter of
	2024		2023		2024		2023
	2025		2024
(In millions, except per share amounts)
Numerator:
Net income	$	4066.67	$	7457.92	$	~~1,414.2~~	$	~~248.3~~
Denominator:
Weighted-average shares of common stock outstanding - basic	~~245~~243.63		~~248~~245.65		~~245.4~~		~~248.0~~
Effect of dilutive securities	12.39		1.19		~~1.5~~		~~1.1~~
Weighted-average shares of common stock outstanding - diluted	246.92		~~249~~247.74		~~246.9~~		~~249.1~~
Basic earnings per share	$	0.1727	$	0.3023	$	~~5.76~~	$	~~1.00~~
Diluted earnings per share	$	0.1627	$	0.3023	$	~~5.73~~	$	~~1.00~~
Antidilutive weighted-average shares (1)	10.81		10.38		~~1.8~~		~~1.7~~

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

NOTE 12. INCOME TAXES

For the ~~third~~first quarter of 2025, our effective income tax rate was 4422.58%, as compared to 521.76% in the corresponding period in ~~2023, primarily due to certain disallowed losses related to the pending Mobility divestiture~~2024. ~~For~~The ~~the~~increase ~~first three quarters, our effective income tax rate~~ was ~~25.9%,~~primarily asdue ~~compared~~ to 16lower U.5%S. infederal ~~the~~R&D ~~prior year~~credits, ~~primarily~~partially ~~due~~offset toby ahigher ~~geographic~~stock-based ~~mix~~compensation ~~of gains from the Ag divestiture~~deductions.

Unrecognized tax benefits of $5946.94 million and $5945.58 million at the end of the ~~third~~first quarter of ~~2024~~2025 and at the end of ~~2023~~2024, if recognized, would favorably affect the effective income tax rate in future periods. At the end of the ~~third~~first quarter of ~~2024~~2025 and at the end of ~~2023~~2024, we accrued interest and penalties of $1210.40 million and $98.98 million.

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NOTE 13. COMMITMENTS AND CONTINGENCIES

Commitments

At the end of the ~~third~~first quarter of ~~2024~~2025, we had unconditional purchase obligations of approximately $~~500~~430.96 million. These unconditional purchase obligations primarily represent (i) ~~open~~various non-cancellable ~~purchase~~agreements ~~orders~~with ~~for~~certain ~~material~~service ~~purchases~~providers with ~~our~~minimum ~~inventory~~or ~~vendors~~fixed commitments, and (ii) ~~various~~open non-~~cancelable~~cancellable ~~agreements~~purchase ~~with~~orders ~~certain~~for ~~service~~material ~~providers~~purchases with ~~minimum~~our orinventory ~~fixed commitments~~vendors.

Litigation

From time to time, we are involved in litigation arising in the ordinary course of our business. There are no material legal proceedings, ~~other~~aside ~~than~~from ordinary routine litigation incidental to ~~the~~our business, tothat ~~which~~ we or any of our subsidiaries are a party, or to ~~which any of our~~ or our ~~subsidiaries’~~ property is subject to.

19NOTE 14. SUBSEQUENT EVENTS

On April 25, 2025, the Audit Committee of the Board of Directors (i) dismissed Ernst & Young LLP as the Company’s independent registered public accounting firm and (ii) appointed KPMG LLP as the Company’s independent registered public accounting firm, in each case, effective as of April 25, 2025.

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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~~quarter ~~quarters~~ of ~~2024~~2025. 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 ~~2023~~2024 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

We are a leading provider of technology solutions that enable professionals and field mobile workers to improve or transform their work processes. Our comprehensive work process solutions are used across a range of industries, including architecture, building construction, civil engineering, geospatial, survey and mapping, natural resources, utilities, transportation, and government. Our representative customers include construction owners, contractors, engineering and construction firms, surveying companies, energy and utility companies, trucking companies, and state, federal, and municipal governments.

Our growth strategy is centered on multiple elements:

•~~Executing~~Execute on our Connect ~~and~~& Scale strategy;

•~~Focus~~Deliver ~~on delivering~~ customer outcomes that can enable productivity, quality, safety, transparency, and environmental sustainability;

•Focus on ~~attractive~~software ~~markets with significant growth~~ and ~~profitability potential~~services;

•~~Domain~~Address ~~knowledge~~attractive ~~and~~markets ~~technological~~with ~~innovation~~significant ~~that~~growth ~~benefits~~and aprofitability ~~diverse customer base~~potential;

•~~Increasing~~Capitalize ~~focus~~ on ~~software~~domain knowledge and ~~services~~technological innovation that benefit a diverse customer base;

•~~Geographic~~Drive geographic expansion with a localization strategy;

•~~Optimized~~Optimize go-to-market strategies to best access our markets; and

•~~Strategic~~Pursue strategic and targeted acquisitions, divestitures, joint ventures, and investments.

Our focus on these growth drivers has led over time to growth in revenue and profitability and an increasingly diversified 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,~~186~~176.75 million, which represents growth of 137% year-over-year at the end of the ~~third~~first quarter of ~~2024~~2025. Excluding the impact of foreign currency, acquisitions, and divestitures, ~~ARR~~ organic ARR growth was 1415%. 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 7678% and 6773% of total revenue for the ~~third~~first quarter of ~~2024~~2025 and ~~2023 and 75% and 66% of total revenue for the first three quarters of~~ 2024 ~~and 2023~~. Additionally, we continue to maintain focus on increasing our mix of recurring revenue, which is accelerated by the ~~Transporeon~~Ag ~~acquisition~~divestiture that closed in the second quarter of ~~2023~~2024 and the AgMobility divestiture that closed in the ~~second~~first quarter of ~~2024~~2025.

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 the “Supplemental Disclosure of Non-GAAP Financial Measures and Annualized Recurring Revenue” ~~found~~below ~~later~~ in this Item 2.

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Impact of Recent Events on Our Business

Recent Business developments

On October 2, 2024, we and Caterpillar announced the extension of our long-standing joint venture. The renewed agreement includes expanded distribution of grade control solutions in the construction sector to accelerate innovation and customer adoption. The renewed agreement aims to increase industry reach and provide customers broader availability of interoperable grade control solutions via a flexible platform for use by Caterpillar, Trimble, and other technology providers and equipment manufacturers.

On October 22, 2024, we announced a new strategic relationship with John Deere that aims to accelerate the innovation and adoption of grade control technology for the construction industry. The availability of the Trimble Earthworks Grade Control technology integrated with the John Deere SmartGrade™ platform strives to make it easier for John Deere customers around the world to leverage the full benefits of machine control for increased productivity, efficiency, and decision-making.

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 12 acquisitions and 2223 divestitures that we have completed since 2020, including the ~~Transporeon~~Ag ~~acquisition~~divestiture in the second quarter of 2024 and the AgMobility divestiture in the first quarter of 2025.

On September 14, 2024, we entered into a definitive agreement with Platform Science to sell our Mobility business, which is part of our T&L segment. The pending transaction aims to enhance driver experience, fleet safety, efficiency, and compliance by combining two cutting-edge in-cab commercial vehicle ecosystems, which will give customers access to more applications and offerings. As part of the agreement, we will own, and have rights to acquire, 32.5% of Platform Science’s expanded business upon the closing of the pending transaction, for an approximate fair value of $248.7 million. We will receive (i) shares of preferred stock of Platform Science, with certain liquidation preferences, that represent 28.5% of Platform Science’s expanded business and (ii) warrants allowing us the rights to acquire 4% of Platform Science’s expanded business. We expect the pending transaction to close in the first half of 2025, subject to customary closing conditions and regulatory approval. 18

~~The~~Table ~~assets and liabilities~~ of Mobility are classified as held for sale beginning in the third quarter of 2024. A valuation allowance was established to reduce the carrying value of the disposal group assets to fair value. As a result, in the third quarter of 2024, we recorded a pre-tax loss of approximately $23.5 million included within Divestitures (loss) gain, net in our Condensed Consolidated Statements of Income. See Note 4 “Divestitures” of this report. Contents

OnMobility September 28, 2023, we executed a Sale and Contribution Agreement with AGCO that provided for the formation of a joint venture, called PTx Trimble, that operates in the mixed fleet precision agriculture market. The agreement was amended and restated on March 31, 2024, and the transaction closed on April 1, 2024. Under the terms of the agreement, we contributed our Ag business, excluding certain GNSS and guidance technologies, in exchange for $1.9 billion in cash proceeds, subject to working capital adjustments. Following the closing of this transaction, we own 15% and AGCO owns 85% of PTx Trimble. In addition to forming PTx Trimble, the parties concurrently entered into agreements that include the following: (i) long-term supply agreement for key GNSS and guidance technologies, (ii) technology transfer and license agreement, (iii) trademark license agreement, (iv) master sale and distribution agreement for positioning services, and (v) transition services agreement. Ag was reported as a part of our Field Systems segment. Divestiture

~~Upon~~On ~~closing~~February of8, ~~the~~2025, ~~transaction~~we incompleted the ~~second~~sale ~~quarter~~ of ~~2024,~~our weMobility ~~recognized~~business to Platform Science in exchange for equity ownership interests with a ~~pre-tax~~fair ~~gain~~value of $1253.79 ~~billion~~million. The ~~gain~~fair ~~included~~value ~~$275~~was based on unobservable inputs, including discounted cash flow projections, market comparables, and an option pricing model.~~6 million~~ Following ~~for~~the closing of the ~~fair~~transaction, ~~value~~we ofown, ~~our~~or ~~retained~~have 15rights to acquire, 32.5% ~~ownership~~of ~~interest~~Platform inScience’s ~~PTx~~expanded ~~Trimble~~business comprised of (i) shares of preferred stock, anwith ~~LLC~~certain liquidation preferences, ~~which~~that isrepresent ~~reported~~28.5% asownership, anand ~~equity~~(ii) ~~method~~common ~~investment~~stock warrants allowing us the rights to acquire 4% of additional ownership.

~~The~~Upon ~~formation~~closing of ~~PTx~~the ~~Trimble~~transaction, iswe ~~expected~~deconsolidated to$277.3 million ~~better~~of ~~serve~~net ~~farmers~~assets ~~with~~including ~~factory~~$145.3 million ~~fit~~of goodwill, and ~~aftermarket~~we ~~applications~~recorded inour ~~the~~equity ~~mixed~~investment ~~fleet~~at ~~precision~~its ~~agriculture~~fair ~~market~~value tounder ~~help~~the ~~farmers~~measurement ~~drive~~alternative ~~productivity~~election, ~~efficiency,~~which ~~and~~represents ~~sustainability. Additionally,~~a ~~the~~non-cash ~~transaction~~investing isactivity. As ~~expected~~a toresult, ~~(i)~~we ~~simplify~~recognized ~~our~~a ~~Connect~~cumulative, ~~and~~pre-tax ~~Scale~~loss ~~strategy,~~of ~~(ii)~~$30.6 million ~~reduce~~from ~~risk~~the ofheld ~~channel~~for ~~transition~~sale date in the ~~agriculture~~third ~~market,~~quarter ~~and~~of ~~(iii)~~2024 ~~enhance~~to ~~our~~the ~~financial~~closing ~~profile~~date. Mobility ~~and~~was ~~flexibility~~reported ~~with~~as a ~~resulting~~part ~~higher mix~~ of ~~software,~~our ~~services,~~T&L ~~and recurring revenue~~segment.

WeThe ~~repaid~~combined ~~$1.0 billion~~business ofaims ~~our~~to ~~variable-rate~~enhance ~~debt~~driver ~~through~~experience, ~~use~~fleet ofsafety, ~~the~~efficiency, ~~net proceeds~~ and ~~expect~~compliance toby ~~use~~combining ~~the~~two ~~majority~~cutting-edge ofin-cab ~~the~~commercial ~~remaining~~vehicle ~~proceeds after tax to repurchase stock~~ecosystems.

Ag Divestiture

On April 1, 2024, we completed the sale and contribution of our Ag business to AGCO in exchange for $1.9 billion of cash proceeds and an equity ownership interest in PTx Trimble, a joint venture (the “JV”) that was formed by Trimble and AGCO, with a fair value of $275.6 million. The fair value was based on a combination of the equity value, primarily the transaction price, and an option pricing model for a put and call option. Following the closing of the transaction, we own 15% of the JV.

Upon closing of the transaction, we deconsolidated $457.3 million of net assets, including $357.4 million of goodwill, and we recorded our equity investment at its fair value under the equity method of accounting, which represents a non-cash investing activity. As a result, we recognized a pre-tax gain of $1.7 billion in the second quarter of 2024, which includes the gain for our retained 15% ownership interest in the JV. The sale and contribution of the Ag business excluded certain GNSS and guidance technologies. Ag was reported as a part of our Field Systems segment.

Macroeconomic Conditions

Macroeconomic conditions continue to present significant challenges globally, ~~including~~driven by geopolitical tensions, ~~such~~tariff asand ~~the~~trade ~~ongoing~~policies, ~~military~~exchange ~~conflicts~~rate inand ~~the~~interest ~~Middle~~rate ~~East~~volatility, and ~~between~~persistent ~~Russia~~inflationary ~~and~~pressures. The ~~Ukraine~~heightened trade tensions and related ~~sanctions,~~imposition ~~exchange~~of ~~rate~~tariffs between the United States and ~~interest~~its ~~rate~~trading ~~volatility~~partners, the extent and ~~inflationary~~duration ~~pressures~~of these tariffs, ~~will~~and ~~continue~~their toimpact ~~evolve~~on ~~globally. These~~global ~~macroeconomic~~economic conditions ~~have~~remain ~~had~~uncertain and ~~may~~depend ~~continue~~on tovarious factors, including international negotiations, policy responses, potential exemptions, and shifts in global supply and demand. These evolving dynamics may have a negative impact on our ~~results~~business operations; however, our shift away from hardware-centric business towards a more significant mix of ~~operations~~recurring revenue is expected to decrease such impacts. We are closely monitoring global trade developments and considering ways to mitigate potential impacts on our business.

2119

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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
	First Quarter of
	2024			2023			Dollar Change		% Change	2024			2023			Dollar Change		% Change
	2025			2024			Dollar Change		% Change
(In millions, except per share amounts)
Revenue:
Product	$	~~307~~271.6		$	~~444~~367.01		$	(~~136~~95.45)	(3126)%	$	~~995.1~~		$	~~1,368.9~~		$	~~(373.8)~~	~~(27)%~~
Subscription and services	~~568~~569.20			~~513~~586.32			54(17.92)		11(3)%	~~1,704.8~~			~~1,497.4~~			~~207.4~~		~~14%~~
Total revenue	$	~~875~~840.86		$	~~957~~953.3		$	(81112.57)	(912)%	$	~~2,699.9~~		$	~~2,866.3~~		$	~~(166.4)~~	~~(6)%~~
Gross margin	$	~~575~~560.68		$	~~590~~593.26		$	(1432.68)	(26)%	$	~~1,715.1~~		$	~~1,755.5~~		$	~~(40.4)~~	~~(2)%~~
Gross margin as a % of revenue	6566.7		%	6162.73		%				~~63.5~~		%	~~61.2~~		%
Operating income	$	~~116~~97.45		$	~~121~~109.32		$	(411.97)	(411)%	$	~~287.2~~		$	~~351.9~~		$	~~(64.7)~~	~~(18)%~~
Operating income as a % of revenue	1311.36		%	1211.75		%				~~10.6~~		%	~~12.3~~		%
Diluted earnings per share	$	0.1627		$	0.3023		$	(0.~~14)~~04	~~(47)~~17%	$	~~5.73~~		$	~~1.00~~		$	~~4.73~~	~~473%~~
Non-GAAP operating income (1)	$	~~224~~198.82		$	~~251~~234.04		$	(2636.2)	(1015)%	$	~~653.6~~		$	~~708.1~~		$	~~(54.5)~~	~~(8)%~~
Non-GAAP operating income as a % of revenue (1)	2523.76		%	2624.26		%				~~24.2~~		%	~~24.7~~		%
Non-GAAP diluted earnings per share (1)	$	0.7061		$	0.6864		$	(0.0203)	3(5)%	$	~~1.96~~		$	~~2.04~~		$	~~(0.08)~~	~~(4)%~~
Annualized Recurring Revenue (“ARR”) (1)	$	2,~~186~~176.75		$	12,~~935~~028.16		$	~~251~~147.69	137%	~~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.

2220

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~~Third~~First Quarter ~~and First Three Quarters~~ of ~~2024~~2025 as Compared to ~~2023~~2024

Revenue

Change versus the corresponding period in 2023	Third Quarter of 2024						First Three Quarters of 2024
Change versus the corresponding period in 2024	First Quarter of 2025
	% Change						~~% Change~~
	Product		Subscription and Services		Total Revenue		~~Product~~		~~Subscription and Services~~		~~Total Revenue~~
Change in Revenue	(3126)	%	11(3)	%	(912)	%	~~(27)~~	%	14	%	~~(6)~~	%
Acquisitions	23	%	1	%	1	%	1	%	3	%	2	%
Divestitures	(27)	%	(27)	%	(1314)	%	~~(18)~~	%	~~(1)~~	%	~~(9)~~	%
Organic growth	(6)	%	12	%	3	%	(10)	%	12	%	1	%
Foreign currency exchange	(1)	%	(1)	%	(1)	%
Organic growth	(1)	%	4	%	2	%

~~Organic~~Note ~~total~~that ~~revenue~~the ~~increased~~first ~~for~~quarter ~~the~~of ~~third~~2025 ~~quarter~~began ~~and~~on January 4, 2025 compared to the first ~~three~~quarter ~~quarters~~of 2024, which began on December 30, 2023. This significantly impacted overall Company and AECO year-over-year comparisons due to athe ~~higher~~timing ~~mix~~of revenue recognition for January 1 annual software term license renewals (“software renewals”). At an overall company level, the estimated impact of ~~subscription~~the ~~and~~software ~~services~~renewals was $49.6 million or a 5% negative impact on revenue growth. For AECO, the estimated impact was $49.0 million or a 14% negative impact on AECO segment revenue growth.

Organic ~~product~~total revenue ~~decreased~~increased for the ~~third~~first quarter ~~and first three quarters primarily~~ due to ~~higher~~strong ~~U.S.~~subscription ~~federal~~growth ~~government~~across ~~sales~~all ofsegments, ~~Surveying~~partially ~~hardware~~offset inby ~~the~~ prior year~~. Additionally,~~ ~~the~~software ~~decrease for the first three quarters was due to lower Ag demand in the first quarter~~renewals.

Organic ~~subscription~~product ~~and services~~ revenue ~~increased~~was flat for the ~~third~~first quarter ~~and first three quarters~~ primarily due to relatively strong ~~growth~~end-user indemand ~~subscription~~for ~~product~~Civil ~~offerings~~Construction ~~in AECO~~solutions, ~~and~~offset toby a ~~lesser~~decline ~~extent, Positioning Services~~ in ~~Field~~Surveying ~~Systems and Transporeon in T&L. Additionally, the increase for the first three quarters was~~ due to ~~strong~~an ~~growth~~unusually inlarge ~~software~~order ~~term licenses~~ in ~~AECO. The~~the ~~recurring~~prior ~~growth was driven by increased subscription and term license sales to new and existing customers, as evidenced by overall organic ARR growth of 14%~~year.

Organic subscription and services revenue increased for the first quarter primarily due to subscription growth across all segments, with the biggest impact in AECO, partially offset by prior year software renewals.

Gross Margin

Gross margin decreased for the ~~third~~first quarter ~~and~~primarily ~~first~~due ~~three~~to ~~quarters~~the ~~primarily~~margin ~~due~~associated towith the Agdivestitures ~~divestiture~~and prior year software renewals, partially offset by ~~organic~~the growth of higher margin subscription sales.

Gross margin as a percentage of revenue increased for the ~~third~~first quarter due to ~~the organic~~ growth of higher margin ~~software and~~ subscription sales, and ~~from~~ the Ag divestiture’s of lower margin ~~hardware sales. Additionally~~businesses, ~~the~~partially ~~increase~~offset ~~for~~by the ~~first three quarters was due to the~~ impact of ~~the Transporeon acquisition, which was not applicable in the first quarter of the~~ prior year software renewals.

Operating Income

Operating income decreased for the ~~third~~first quarter primarily due to the Agimpact ~~divestiture partially offset by organic growth. Operating income as a percentage~~ of ~~revenue~~divestitures ~~increased for the third quarter primarily due to the gross margin expansion. Operating income~~ and ~~operating~~prior ~~income~~year assoftware ~~a percentage of revenue decreased for the first three quarters primarily due to the Ag divestiture~~renewals, partially offset by organic ~~revenue and gross margin expansion, and the impact of the Transporeon acquisition~~growth.

Operating income as a percentage of revenue was relatively flat.

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
	First Quarter of
	2024			2023			Dollar Change		% Change	2024			2023			Dollar Change		% Change
	2025			2024			Dollar Change		% Change
(In millions)
Research and development	$	~~155~~158.65		$	~~162~~170.52		$	(611.97)	(47)%	$	~~487.3~~		$	~~496.6~~		$	~~(9.3)~~	~~(2)%~~
Percentage of revenue	1718.89		%	17.09		%				~~18.0~~		%	~~17.3~~		%
Sales and marketing	$	~~147~~153.12		$	146.28		$	06.94	14%	$	~~436.4~~		$	~~436.9~~		$	~~(0.5)~~	—%
Percentage of revenue	1618.82		%	15.34		%				~~16.2~~		%	~~15.2~~		%
General and administrative	$	~~127~~121.65		$	~~117~~134.21		$	10(12.46)	(9)%	$	~~410.4~~		$	~~369.2~~		$	~~41.2~~	~~11%~~
Percentage of revenue	14.65		%	1214.21		%				~~15.2~~		%	~~12.9~~		%
Total	$	~~430~~433.32		$	~~425~~451.91		$	4(17.49)	1(4)%	$	~~1,334.1~~		$	~~1,302.7~~		$	~~31.4~~	2%

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R&D expense decreased for the ~~third~~first quarter primarily due to the impact of the ~~Ag divestiture~~divestitures, ~~and for the first three quarters, the divestiture impact was~~ partially offset by ~~expense~~higher ~~related~~compensation ~~to Transporeon~~expense. We believe that the development and introduction of new solutions are critical to our future success, and we expect to continue the active development of new products.

S&M expense increased for the ~~third~~first quarter primarily due to higher compensation expense, including commissions, ~~offset~~as bywell ~~the~~as ~~impact~~higher ofmarketing ~~the~~and Agconsulting ~~divestiture. S&M~~costs ~~expense~~related ~~was~~to ~~flat~~AECO ~~for~~revenue ~~the first three quarters~~growth, aspartially ~~the divestiture impact was~~ offset by ~~expense~~the ~~related~~impact toof ~~Transporeon~~the ~~and higher compensation expense, including commissions~~divestitures.

G&A expense ~~increased~~decreased for the ~~third~~first quarter ~~and first three quarters~~ primarily due to ~~divestiture~~the ~~transaction costs~~divestitures, partially offset by ~~the~~higher ~~impact~~investment ofcosts ~~the~~associated Agwith ~~divestiture~~our Connect & Scale strategy and higher incentive compensation.

Amortization of Purchased Intangible Assets

	Third Quarter of									First Three Quarters of
	First Quarter of
	2024			2023			Dollar Change		% Change	2024			2023			Dollar Change		% Change
	2025			2024			Dollar Change		% Change
(In millions)
Cost of sales	$	1816.94		$	27.78		$	(811.84)	(3241)%	$	~~74.7~~		$	~~80.9~~		$	~~(6.2)~~	~~(8)%~~
Operating expenses	2625.56			3126.27			(41.71)		(154)%	~~79.7~~			~~74.8~~			~~4.9~~		7%
Total amortization expense of purchased intangibles	$	4542.40		$	5854.95		$	(1312.5)	(23)%	$	~~154.4~~		$	~~155.7~~		$	~~(1.3)~~	~~(1)%~~
Total amortization expense of purchased intangibles as a percentage of revenue	5		%	6		%				6		%	5		%

Total amortization expense of purchased intangibles decreased for the ~~third~~first quarter ~~and first three quarters~~ primarily due to the expiration of prior years’ acquisition amortization~~, and to a lesser extent, the impact of divestitures~~. ~~Additionally, the decrease for the first three quarters was offset by the amortization of intangibles acquired from Transporeon.~~

Non-Operating (Expense) Income, Net

The components of non-operating (expense) income, net, were as follows:

	Third Quarter of							First Three Quarters of
	First Quarter of
	2024		2023		Dollar Change		% Change	2024		2023		Dollar Change		% Change
	2025		2024		Dollar Change		% Change
(In millions)
Divestitures (loss) gain, net	$	(22.6)	$	5.5	$	(28.1)	(511)%	$	1,695.0	$	10.6	$	1,684.4	15891%
Interest expense, net	$	(15.6)	$	(45.2)	$	29.6	(65)%
Interest expense, net	(14.1)		(46.8)		32.7		(70)%	(77.4)		(113.2)		35.8		(32)%
Income from equity method investments, net	1.0		5.6		(4.6)		(82)%
(Loss) income from equity method investments, net	(0.6)		5.2		(5.8)		(112)%	9.3		24.6		(15.3)		(62)%
Other income, net	3.5		3.4		0.1		3%
Other (loss) income, net	(6.0)		(5.8)		(0.2)		3%	(6.0)		23.6		(29.6)		(125)%
Total non-operating expense, net	$	(11.1)	$	(36.2)	$	25.1	(69)%
Total non-operating (expense) income, net	$	(43.3)	$	(41.9)	$	(1.4)	3%	$	1,620.9	$	(54.4)	$	1,675.3	(3080)%

Non-operating expense, net ~~increased~~decreased for the ~~third~~first quarter primarily due to ~~the loss from the pending Mobility divestiture, partially offset by~~ lower interest expense ~~from~~after the ~~$1.3~~debt ~~billion~~ repayment ofmade debt. Non-operating income, net increased for the first three quarters primarily due to the Ag divestiture gain and lower interest expense, partially offset by a foreign currency hedging gain associated with the acquisition of Transporeon in ~~the prior year that was included in Other (loss) income, net~~2024.

Income Tax Provision

For the ~~third~~first quarter of 2025, our effective income tax rate was 4422.58%, as compared to 521.76% in the corresponding period in ~~2023 primarily due to certain disallowed losses related to the pending Mobility divestiture~~2024. ~~For~~The ~~the~~increase ~~first three quarters, our effective income tax rate~~ was ~~25.9%,~~primarily asdue ~~compared~~ to 16lower U.5%S. infederal ~~the~~R&D ~~prior year~~credit, ~~primarily~~partially ~~due~~offset toby ahigher ~~geographic~~stock-based ~~mix~~compensation ~~of gains from the Ag divestiture~~deductions.

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 ~~Chief Executive Officer, who is our Chief Operating Decision Maker (“~~CODM~~”),~~ views and evaluates operations based on the results of our reportable operating segments under our management reporting system. For additional discussion of our segments, refer to Note 7 “Reporting Segment and Geographic Information” of this report.

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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
	First Quarter of
	2024			2023			Dollar Change		% Change	2024			2023			Dollar Change		% Change
	2025			2024			Dollar Change		% Change
(In millions)
AECO
Segment revenue	$	~~306~~335.04		$	~~269~~339.61		$	36(3.47)	14(1)%	$	~~944.8~~		$	~~821.8~~		$	~~123.0~~	~~15%~~
Segment revenue as a % of total revenue	3540		%	2836		%				35		%	29		%
Segment operating income	$	8991.06		$	77126.87		11(35.21)		14(28)%	$	~~294.8~~		$	~~235.6~~		~~59.2~~		~~25%~~
Segment operating income as a % of segment revenue	2927.13		%	2837.94		%				~~31.2~~		%	~~28.7~~		%
Field Systems
Segment revenue	$	~~374~~359.62		$	~~495~~419.42		(~~120~~60.80)		(2414)%	$	~~1,173.1~~		$	~~1,515.9~~		~~(342.8)~~		~~(23)%~~
Segment revenue as a % of total revenue	43		%	5244		%				43		%	53		%
Segment operating income	$	~~123~~106.76		$	~~165~~98.03		~~(41~~8.3)		~~(25)~~8%	$	~~331.8~~		$	~~478.3~~		~~(146.5)~~		~~(31)%~~
Segment operating income as a % of segment revenue	3329.07		%	3323.34		%				~~28.3~~		%	~~31.6~~		%
T&L
Segment revenue	$	~~195~~146.20		$	~~192~~195.30		2(49.90)		2(25)%	$	~~582.0~~		$	~~528.6~~		~~53.4~~		~~10%~~
Segment revenue as a % of total revenue	2217		%	20		%				22		%	18		%
Segment operating income	$	4126.01		$	3336.63		7(10.42)		22(28)%	$	~~113.2~~		$	~~80.6~~		~~32.6~~		~~40%~~
Segment operating income as a % of segment revenue	2117.09		%	1718.56		%				~~19.5~~		%	~~15.2~~		%

The following table is a reconciliation of our consolidated segment operating income to consolidated income before taxes:

	Third Quarter of				First Three Quarters of
	First Quarter of
	2024		2023		2024		2023
	2025		2024
(In millions)
Consolidated segment operating income	$	253.7	$	276.4	$	739.8	$	794.5
Total segment operating income	$	224.3	$	261.3
Unallocated general corporate expenses	(2826.91)		(2526.49)		~~(86.2)~~		~~(86.4)~~
Amortization of purchased intangible assets	(4542.40)		(5854.95)		~~(154.4)~~		~~(155.7)~~
Acquisition / divestiture items	(178.49)		(2223.09)		~~(75.2)~~		~~(55.5)~~
Stock-based compensation / deferred compensation	(3837.15)		(3738.98)		~~(115.0)~~		~~(115.4)~~
Restructuring and other costs	(712.53)		(108.90)		~~(21.8)~~		~~(29.6)~~
Consolidated operating income	~~116~~97.45		~~121~~109.32		~~287.2~~		~~351.9~~
Total non-operating (expense) income, net	(43.3)		(41.9)		1,620.9		(54.4)
Total non-operating expense, net	(11.1)		(36.2)
Consolidated income before taxes	$	7386.14	$	7973.40	$	~~1,908.1~~	$	~~297.5~~

AECO

	Third Quarter of 2024		First Three Quarters of 2024
	First Quarter of 2025
Change versus the corresponding period in 2023	% Change		% Change
Change versus the corresponding period in 2024	% Change
Change in Revenue - AECO	14(1)	%	15	%
Acquisitions	1—	%	1	%
Divestitures	~~(1)~~—	%	~~(1)~~	%
Foreign currency exchange	(1)	%	—	%
Organic growth	13—	%	15	%

Organic revenue ~~increased~~was flat for the ~~third~~first quarter ~~and~~due ~~first~~to ~~three~~increased ~~quarters~~subscription ~~due~~revenue, towhich ~~strong~~benefited ~~demand~~from ~~for~~cumulative ~~subscription~~growth ~~offerings,~~along ~~particularly~~with ~~for~~an ~~Viewpoint,~~expansion ~~Architecture~~of ~~and~~customers ~~Design,~~across ~~and~~many toproducts, awith ~~lesser~~the ~~extent,~~largest ~~Structures~~impacts ~~and~~resulting ~~MEP~~from ~~offerings. Additionally~~Viewpoint, ~~the~~Architecture ~~increase~~& ~~for~~Design, ~~the~~and ~~first~~MEP ~~three~~products. The ~~quarters~~increases ~~was~~were ~~driven~~largely offset by the ~~growth~~impact inof ~~Structures~~prior ~~annual~~year ~~term license~~ software ~~sales~~renewals, inprimarily ~~the~~for ~~first~~Structures ~~quarter~~products.

25Operating income and operating income as a percentage of revenue decreased for the first quarter primarily due to the impact of prior year software renewals, partially offset by increased subscription revenue and associated gross margin expansion.

Table of Contents

Operating income and operating income as a percentage of revenue increased for the third quarter and first three quarters primarily due to strong organic revenue growth and gross margin expansion, partially offset by increased operating expense associated with revenue growth.

Field Systems

	Third Quarter of 2024		First Three Quarters of 2024
	First Quarter of 2025
Change versus the corresponding period in 2023	% Change		% Change
Change versus the corresponding period in 2024	% Change
Change in Revenue - Field Systems	(2414)	%	~~(23)~~	%
Acquisitions	2	%	1	%
Divestitures	(2421)	%	~~(17)~~	%
Organic growth	(2)	%	(7)	%
Foreign currency exchange	—	%
Organic growth	5	%

Organic revenue ~~decreased~~increased for the ~~third~~first quarter ~~and first three quarters~~ primarily due to ~~higher~~relatively ~~U.S.~~strong ~~federal~~end-user ~~government~~demand ~~sales~~for ofCivil ~~Surveying~~Construction ~~products in the prior year~~solutions, ~~partially~~ offset by ~~Civil~~a ~~Construction~~decline ~~sales growth~~ in ~~the~~Surveying ~~current~~due ~~year. Prior~~to ~~year~~an ~~Civil~~unusually ~~Construction~~large ~~sales~~order ~~were~~in ~~lower~~the ~~due~~prior ~~to dealer inventory destocking~~year. ~~Additionally,~~Surveying ~~the~~end-user ~~decrease~~demand ~~for~~was ~~the~~relatively ~~first~~strong; ~~three~~however, ~~quarters~~dealers ~~was~~tightly ~~due~~managed toand ~~slower~~drew Agdown ~~demand~~on intheir ~~the~~pre-existing ~~first quarter~~inventories.

Operating income and operating income as a percentage of revenue ~~decreased~~increased for the ~~third~~first quarter due to ~~the~~organic ~~impact~~revenue ofgrowth ~~the~~and Aggross ~~divestiture,~~margin ~~partially offset by organic results~~expansion, ~~which~~including ~~were~~a ~~slightly~~higher upmix ~~due~~of tosoftware ~~revenue mix~~ and ~~operating~~subscription ~~expense control despite~~ revenue ~~declines. In the first three quarters~~, ~~the~~partially ~~decrease~~offset ~~was~~by ~~primarily due to~~ the ~~impact~~loss of ~~the~~lower Agmargin divestiture income.

T&L

	Third Quarter of 2024		First Three Quarters of 2024
	First Quarter of 2025
Change versus the corresponding period in 2023	% Change		% Change
Change versus the corresponding period in 2024	% Change
Change in Revenue - T&L	2(25)	%	10	%
Acquisitions	—2	%	8	%
Divestitures	(126)	%	~~(1)~~	%
Organic growth	3	%	3	%
Foreign currency exchange	(2)	%
Organic growth	1	%

Organic revenue increased for the ~~third~~first quarter ~~and first three quarters~~ primarily driven by Transporeon, ~~MAPS,~~ and ~~Enterprise~~MAPS subscription revenue growth~~, partially offset by lower Mobility sales~~.

Operating income and operating income as a percentage of revenue ~~increased~~decreased for the ~~third~~first quarter ~~and first three quarters~~ primarily due to ~~organic revenue growth and gross margin expansion. The increase for~~ the ~~first~~loss ~~three quarters was also driven by the impact~~ of ~~the~~divestiture ~~Transporeon acquisition~~income.

LIQUIDITY AND CAPITAL RESOURCES

	As of
	Third Quarter of			Year End
	First Quarter of			Year End
	2024			2023			Dollar Change		% Change
	2025			2024			Dollar Change		% Change
(In millions, except percentages)
Cash and cash equivalents (1)	$	~~1,054~~290.0		$	~~238~~747.98		$	~~815~~(457.18)	~~341~~(61)	%
As a percentage of total assets	103.73		%	27.59		%
Principal balance of outstanding debt	$	1,~~800~~400.0		$	31,~~080~~400.40		$	~~(1,280.4)~~—	~~(42)~~—	%
	First Three Quarters of
	First Quarter of
	2024			2023			Dollar Change		% Change
	2025			2024			Dollar Change		% Change
(In millions)
Net cash provided by operating activities	$	~~416~~155.36		$	~~498~~233.28		$	(8178.92)	(1633)	%
Net cash provided by (used in) investing activities	1,860.0			(2,064.4)			3,924.4		(190)	%
Net cash used in investing activities	(14.5)			(3.5)			(11.0)		314	%
Net cash (used in) provided by financing activities	(1,463.7)			1,520.7			(2,984.4)		(196)	%
Net cash used in financing activities	(611.1)			(202.2)			(408.9)		202	%
Effect of exchange rate changes on cash and cash equivalents	212.52			(25.64)			517.16		(~~196~~326)	%
Net increase (decrease) in cash and cash equivalents	$	815.1		$	(48.1)
Net (decrease) increase in cash and cash equivalents	$	(457.8)		$	22.7

26(1) Includes $9.0 million of cash and cash equivalents classified as held for sale as of year end 2024.

Table of Contents

(1) Includes $17.1 million and $9.1 million of cash and cash equivalents classified as held for sale as of September 27, 2024 and December 29, 2023.

Operating Activities

The decrease in cash provided by operating activities was primarily driven by ~~lower~~higher ~~operating~~tax ~~income resulting from the Ag divestiture~~ and ~~higher~~incentive ~~tax~~bonus payments~~. The~~, ~~decrease was~~ partially offset by reductions in net working capital requirements associated with a greater mix of ~~subscription~~software and ~~services~~subscription revenue.

Investing Activities

The increase in cash ~~provided~~used byin investing activities was primarily ~~due~~related to the ~~$1.9~~Mobility ~~billion~~divestiture ofthat ~~proceeds~~closed ~~received from the Ag divestiture~~ in the current year~~, as compared to the $2~~.~~0 billion payment in the prior year for the acquisition of Transporeon.~~

Financing Activities

The increase in cash used in financing activities was primarily driven by ~~the~~ $1627.34 ~~billion repayment of debt and $175.0~~ million in repurchases of common stock in the current year, as compared to ~~the prior year’s~~ $2175.0 ~~billion~~million of ~~proceeds~~repurchases ~~from~~in the ~~issuance~~prior ~~of debt for the acquisition of Transporeon, partially offset by the $500~~year.~~0 million repayment of debt.~~

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 expenditures related to our Connect ~~and~~& Scale strategy, debt service, acquisitions, and any stock repurchases under the stock repurchase program.

Our 2022 credit facility allows us to borrow up to $1.25 billion, with an option to increase the borrowings for up to $1.75 billion with lender approval. As of ~~September~~April 274, ~~2024~~2025, there was no outstanding debt under the 2022 credit facility.

~~Our~~In the second quarter of 2024, ~~senior~~we ~~notes~~completed ~~totaling~~the Ag divestiture and received $~~400~~1.09 billion ~~million~~of ~~are~~cash ~~maturing~~proceeds, insubject ~~December~~to ~~2024~~working capital adjustments. WeApproximately ~~anticipate~~half ~~using~~of the proceeds were used in 2024 to pay down debt and make a ~~combination~~tax payment of ~~cash~~$122.0 million onrelated ~~hand,~~to ~~borrowing~~the ~~from~~transaction. In ~~our~~the ~~existing~~first ~~revolvers~~quarter of 2025, orwe ~~new~~used ~~debt~~$627.4 million of proceeds to ~~repay~~repurchase stock. We expect to use the ~~2024~~remaining ~~senior~~proceeds ~~notes~~to pay for $253. 0 million of taxes becoming due in the second quarter of 2025.

InOur ~~the second quarter of 2024, we completed the Ag divestiture and received $1.9 billion of~~ cash ~~proceeds,~~requirements ~~subject~~have tonot ~~working~~otherwise ~~capital~~materially ~~adjustments. The~~changed ~~total~~since ~~tax payment for~~ the ~~transaction is $379.8 million, of which $87.1 million was paid in the second and third quarters of~~ 2024, ~~with~~Form ~~the remaining amount to be paid over the next three quarters~~10-K. ~~We used a portion of the proceeds to repay $1.0 billion of term loans and expect to use the majority of the remaining proceeds after tax to repurchase stock.~~

~~Our cash requirements have not otherwise materially changed since the 2023 Form 10-K.~~25

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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. 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 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 ~~Annualized Recurring Revenue (“~~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 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
		First Quarter of
		2024				2023				2024				2023
		2025				2024
		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:		$	~~875~~840.86			$	~~957~~953.3			$	~~2,699.9~~			$	~~2,866.3~~
GROSS MARGIN:
GAAP gross margin:		$	~~575~~560.68	6566.7	%	$	~~590~~593.26	6162.73	%	$	~~1,715.1~~	~~63.5~~	%	$	~~1,755.5~~	~~61.2~~	%
Amortization of purchased intangible assets	(A)	1816.94				27.78				~~74.7~~				~~80.9~~
Acquisition / divestiture items	(B)	—				—				—				0.4
Stock-based compensation / deferred compensation	(C)	4.3				4.3
Stock-based compensation / deferred compensation	(C)	4.2				3.8				12.7				11.4
Restructuring and other costs	(D)	0.2				1.4
Restructuring and other costs	(D)	0.9				0.1				2.9				(0.6)
Non-GAAP gross margin:		$	581.7	69.2	%	$	627.1	65.8	%
Non-GAAP gross margin:		$	599.6	68.5	%	$	621.8	65.0	%	$	1,805.4	66.9	%	$	1,847.6	64.5	%
OPERATING EXPENSES:
GAAP operating expenses:		$	~~459~~463.23	5255.41	%	$	~~468~~484.94	4950.08	%	$	~~1,427.9~~	~~52.9~~	%	$	~~1,403.6~~	~~49.0~~	%
Amortization of purchased intangible assets	(A)	(2625.56)				(3126.27)				~~(79.7)~~				~~(74.8)~~
Acquisition / divestiture items	(B)	(178.49)				(2223.09)				~~(75.2)~~				~~(55.1)~~
Stock-based compensation / deferred compensation	(C)	(33.92)				(34.15)				~~(102.3)~~				~~(104.0)~~
Restructuring and other costs	(D)	(612.61)				(106.86)				~~(18.9)~~				~~(30.2)~~
Non-GAAP operating expenses:		$	~~374~~383.85	4245.86	%	$	~~370~~392.87	3841.72	%	$	~~1,151.8~~	~~42.7~~	%	$	~~1,139.5~~	~~39.8~~	%
OPERATING INCOME:
GAAP operating income:		$	~~116~~97.45	1311.36	%	$	~~121~~109.32	1211.75	%	$	~~287.2~~	~~10.6~~	%	$	~~351.9~~	~~12.3~~	%
Amortization of purchased intangible assets	(A)	4542.40				5854.95				~~154.4~~				~~155.7~~
Acquisition / divestiture items	(B)	178.49				2223.09				~~75.2~~				~~55.5~~
Stock-based compensation / deferred compensation	(C)	3837.15				3738.98				~~115.0~~				~~115.4~~
Restructuring and other costs	(D)	712.53				108.90				~~21.8~~				~~29.6~~
Non-GAAP operating income:		$	~~224~~198.82	2523.76	%	$	~~251~~234.04	2624.26	%	$	~~653.6~~	~~24.2~~	%	$	~~708.1~~	~~24.7~~	%

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		Third Quarter of								First Three Quarters of
		First Quarter of
		2024				2023				2024				2023
		2025				2024
NON-OPERATING (EXPENSE) INCOME, NET:
GAAP non-operating (expense) income, net:		$	(43.3)			$	(41.9)			$	1,620.9			$	(54.4)
GAAP non-operating expense, net:		$	(11.1)			$	(36.2)
Acquisition / divestiture items	(B)	26(5.83)				(53.14)				~~(1,692.7)~~				~~(37.6)~~
Deferred compensation	(C)	(10.6)9				0(2.84)				~~(4.7)~~				~~(2.9)~~
Restructuring and other costs	(D)	10.41				~~0.1~~—				~~6.8~~				~~1.4~~
Non-GAAP non-operating expense, net:		$	(1615.74)			$	(4642.10)			$	~~(69.7)~~			$	~~(93.5)~~
				GAAP and Non-GAAP Tax Rate %				GAAP and Non-GAAP Tax Rate %				GAAP and Non-GAAP Tax Rate %				GAAP and Non-GAAP Tax Rate %
				Tax Rate %				Tax Rate %
				(G)				(G)				~~(G)~~				~~(G)~~
INCOME TAX PROVISION:
GAAP income tax provision:		$	3219.57	4422.58	%	$	415.58	521.76	%	$	~~493.9~~	~~25.9~~	%	$	~~49.2~~	~~16.5~~	%
Non-GAAP items tax effected	(E)	6022.10				725.28				~~(313.5)~~				~~48.6~~
Difference in GAAP and Non-GAAP tax rate	(F)	(5610.43)				23(8.03)				~~(79.4)~~				~~9.7~~
Non-GAAP income tax provision:		$	3631.24	17.42	%	$	3433.73	1617.93	%	$	~~101.0~~	~~17.3~~	%	$	~~107.5~~	~~17.5~~	%
NET INCOME:
GAAP net income:		$	4066.67			$	7457.92			$	~~1,414.2~~			$	~~248.3~~
Amortization of purchased intangible assets	(A)	4542.40				5854.95				~~154.4~~				~~155.7~~
Acquisition / divestiture items	(B)	443.26				1620.95				~~(1,617.5)~~				~~17.9~~
Stock-based compensation / deferred compensation	(C)	36.5				38.7				110.3				112.5
Stock-based compensation	(C)	38.4				36.4
Restructuring and other costs	(D)	812.94				118.0				~~28.6~~				~~31.0~~
Non-GAAP tax adjustments	(E) - (F)	(311.7)				(3017.25)				~~392.9~~				~~(58.3)~~
Non-GAAP net income:		$	~~171~~151.94			$	~~170~~159.21			$	~~482.9~~			$	~~507.1~~
DILUTED NET INCOME PER SHARE:
GAAP diluted net income per share:		$	0.1627			$	0.3023			$	~~5.73~~			$	~~1.00~~
Amortization of purchased intangible assets	(A)	0.1817				0.2422				~~0.63~~				~~0.63~~
Acquisition / divestiture items	(B)	0.1801				0.0708				~~(6.56)~~				~~0.07~~
Stock-based compensation / deferred compensation	(C)	0.15				0.15				0.45				0.45
Stock-based compensation	(C)	0.16				0.15
Restructuring and other costs	(D)	0.0405				0.0403				~~0.12~~				~~0.12~~
Non-GAAP tax adjustments	(E) - (F)	(0.0105)				(0.1207)				~~1.59~~				~~(0.23)~~
Non-GAAP diluted net income per share:		$	0.7061			$	0.6864			$	~~1.96~~			$	~~2.04~~
ADJUSTED EBITDA:
GAAP operating income:		$	~~116~~97.45	1311.36	%	$	~~121~~109.32	1211.75	%	$	~~287.2~~	~~10.6~~	%	$	~~351.9~~	~~12.3~~	%
Amortization of purchased intangible assets	(A)	4542.40				5854.95				~~154.4~~				~~155.7~~
Acquisition / divestiture items	(B)	178.49				2223.09				~~75.2~~				~~55.5~~
Stock-based compensation / deferred compensation	(C)	38.1				37.9				115.0				115.4
Stock-based compensation	(C)	37.5				38.8
Restructuring and other costs	(D)	712.53				108.90				~~21.8~~				~~29.6~~
Non-GAAP operating income:		~~224~~198.82		2523.76	%	~~251~~234.04		2624.26	%	~~653.6~~		~~24.2~~	%	~~708.1~~		~~24.7~~	%
Depreciation expense and cloud computing amortization		1112.80				1210.09				~~34.8~~				~~35.8~~
Income from equity method investments, net		01.89				5.26				~~13.9~~				~~24.6~~
Adjusted EBITDA		$	~~237~~212.41	2725.12	%	$	~~268~~250.29	2826.03	%	$	~~702.3~~	~~26.0~~	%	$	~~768.5~~	~~26.8~~	%

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, ~~acquisition/divestiture items,~~ 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.

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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.

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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 income (expense), net, excluding 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 GAAP income tax provision, excluding charges and benefits such as net deferred tax impacts resulting from the non-U.S. intercompany transfer of intellectual property, deferred tax ~~law~~impacts ~~changes~~from global intangible low-taxed income, and significant ~~one-time~~ reserve releases upon the statute of limitations expirations. We believe this measure helps investors because it provides for consistent treatment of excluded items in our non-GAAP presentation and a difference in the GAAP and non-GAAP tax rates.

Non-GAAP net income

We define Non-GAAP net income as GAAP net income, excluding the effects of 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 per share, excluding the effects of 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, excluding our proportionate share of items such as goodwill impairment, 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, ~~and~~ 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 closing 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.

(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.

30(D).Restructuring and other costs. Non-GAAP gross margin and operating expenses exclude restructuring and other costs comprised of termination benefits related to reductions in employee headcount and closure or exit of facilities and incremental expenses resulting from the 2023 re-audit. Non-GAAP non-operating expense net, excludes our

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~~liabilities. Changes~~proportionate share of items recorded in ~~non-qualified~~income ~~deferred~~from ~~compensation~~equity ~~plan~~method ~~assets~~investment items, ~~included~~such inas ~~non-operating~~goodwill ~~expense~~impairment, ~~net,~~amortization ~~offset~~of ~~the~~purchased ~~income~~intangibles, orstock-based ~~expense~~compensation, inand ~~the~~restructuring ~~plan liabilities~~costs.

(D).Restructuring and other costs. Non-GAAP gross margin and operating expenses exclude restructuring and other costs comprised of termination benefits related to reductions in employee headcount and closure or exit of facilities, executive severance agreements, business exit costs, as well as a $20 million commitment to donate to the Trimble Foundation that was paid over four quarters ending in the first quarter of 2023. Non-GAAP non-operating expense, net, excludes our proportionate share of items recorded in income from equity method investment items, such as amortization of purchased intangibles, stock-based compensation, and restructuring costs.

(E).Non-GAAP items tax effected. This amount adjusts the provision for income taxes to reflect the effect of the non-GAAP items (A) through (D) on non-GAAP net income.

(F).Difference in GAAP and non-GAAP tax rate. This amount represents the difference between the GAAP and non-GAAP tax rates applied to the non-GAAP operating income plus the non-GAAP non-operating expense, net. The non-GAAP tax rate excludes charges and benefits such as (i) deferred tax impacts from tax amortization relating to a non-U.S. intercompany transfer of intellectual property, ~~and~~(ii) ~~R&D~~deferred ~~cost~~tax ~~capitalization~~impacts ~~impact~~from to global intangible low-taxed income, and (iiiii) significant ~~one-time~~ reserve releases upon statute of limitations expirations.

(G).~~GAAP~~Tax ~~and non-GAAP 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 ~~our~~the ~~board~~Board of ~~directors~~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, which 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~~first quarter ~~and first three quarters~~ of ~~2024~~2025, changes in foreign currency exchange rates had aunfavorable ~~favorable~~ impact of $19.4 million and $30.69 million on revenue, and ~~a favorable impact of $1.1 million and $3.4 million on~~ operating income.

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, primarily denominated in Euro, ~~Canadian~~British ~~Dollars~~Pound, ~~British~~Brazilian ~~Pound~~Real, New Zealand Dollars, and ~~Brazilian~~Canadian ~~Real~~Dollars. These contracts reduce the exposure to fluctuations in foreign currency exchange rate movements, as the gains and losses associated with foreign currency balances are generally offset with the gains and losses on the forward contracts. We occasionally enter into foreign currency exchange contracts to hedge the purchase price of some of our larger business acquisitions.

31Our 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 first quarter of 2025 and at the end of 2024 are summarized as follows:


	First Quarter of 2025				Year End 2024
	Nominal Amount		Fair Value		Nominal Amount		Fair Value
(In millions)
Forward contracts:
Purchased	$	(505.9)	$	3.5	$	(624.0)	$	(8.2)
Sold	58.3		—		24.0		—

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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 2024 and at the end of 2023 are summarized as follows:

	Third Quarter of 2024				Year End 2023
	Nominal Amount		Fair Value		Nominal Amount		Fair Value
(In millions)
Forward contracts:
Purchased	$	(444.6)	$	(0.6)	$	(120.3)	$	0.3
Sold	27.8		—		50.8		(0.3)

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 that evaluation, our CEO and CFO concluded that our disclosure controls and procedures were not effective as of the end of such period because of ~~certain~~ material weaknesses in internal controls ~~related~~previously toreported ~~the~~in ~~accounting~~our ~~for~~2024 ~~the~~Form ~~Company’s~~10-K ~~business~~filed ~~combination~~ with ~~Transporeon,~~the ~~certain~~SEC ~~information technology general controls (“ITGCs”), undue reliance~~ on ~~controls~~April ~~over information technology (“IT”) interfaces~~25, ~~and the evaluation of standalone selling prices of performance obligations utilized in the accounting for revenue, all of which support the Company’s financial reporting processes~~2025.

(b) Remediation of Previously Reported Material Weaknesses.

AsManagement, ~~reported~~with inthe ~~our~~oversight ~~2023~~of ~~Form 10-K/A filed with~~ the ~~SEC~~Audit ~~on January 15~~Committee, ~~2025,~~is wecurrently ~~previously~~taking ~~identified~~actions ~~certain~~to remediate the material weaknesses inand ~~internal~~is ~~controls~~implementing asadditional ~~noted~~processes ~~above. Management,~~and ~~under~~controls ~~the~~to ~~oversight~~address of the ~~Audit~~underlying ~~Committee~~causes isassociated ~~currently~~with ~~taking~~the ~~actions~~material toweaknesses ~~remediate~~described ~~these~~above. These ~~material~~efforts ~~weaknesses.~~include:

•We have finalized the design of review controls over third-party valuation specialists to add greater levels of precision to detect and prevent potential misstatements, including the establishment of process and controls to evaluate adequate review and evidence used in the valuation of acquired intangible assets. The Company had an acquisition with a purchase price of $26 million in the second quarter of 2024 for which the Company successfully tested the operating effectiveness of the remediated design of applicable business combination controls.

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

•We are in the process of ~~finalizing~~updating ~~the~~our ~~design~~policies and ~~implementation~~practices ~~of certain ITGCs and other controls for systems~~ related to ~~the~~maintaining ~~Company’s~~evidence ~~financial~~of ~~reporting~~review ~~processes,~~of ~~specifically~~business onprocess ~~the~~controls, ITincluding ~~interfaces that transfer data between~~ the ~~order~~review ~~processing~~of ~~system~~information ~~and~~used ~~(i)~~in ~~billing system; (ii) financial reporting system; or (iii) revenue calculation system impacting~~ the ~~majority~~performance of ~~revenue~~controls.

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

~~While~~The ~~we have taken steps to implement our remediation plan, the~~ material weaknesses will not be considered remediated until the ~~enhanced~~applicable remedial controls operate for a sufficient period of time and management has concluded, through testing, that ~~the~~these ~~related~~ controls are ~~effective~~operating effectively. ~~The~~We ~~Company~~believe ~~will~~the ~~continue~~measures todescribed ~~monitor~~above will remediate the ~~effectiveness~~control ofdeficiencies ~~its~~we ~~remediation~~have ~~plans~~identified and ~~refine~~strengthen ~~plans~~our asinternal ~~appropriate~~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.

In addition to the identified material weaknesses noted above, we are implementing a customer relationship management tool across our businesses as a strategic initiative that will replace many legacy systems and that could materially affect our internal control over financial reporting (as such term is defined in Rules 13a - 15(f) and 15d - 15(f) under the Exchange Act). Other than as described above, there have been no changes ~~which~~that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting during the quarter for which this report relates.

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PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

From time to time, we are involved in litigation arising out of the ordinary course of our business. There are no material legal proceedings, ~~other~~aside ~~than~~from ordinary routine litigation incidental to ~~the~~our business, tothat ~~which~~ we or any of our subsidiaries are a party or to ~~which any of our~~ or our ~~subsidiaries’~~ property is subject to.

ITEM 1A. RISK FACTORS

The following risk factor updates the previously disclosed risk factor regarding certain material weaknesses in our internal control over financial reporting, as included under Item 1A “Risk Factors” in our 2023 Form 10-K. There have been no ~~other~~ material changes to ~~our~~the risk factor disclosures since our ~~2023~~2024 Form 10-K. The risk factors described in the ~~2023~~2024 Form 10-K ~~and in this report~~ 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.

We have identified material weaknesses in our internal control over financial reporting, and if our remediation of such material weaknesses is not effective, it could impact our ability to produce timely and accurate financial statements or comply with applicable laws and regulations.

As more fully disclosed in the 2023 Form 10-K/A, Part II, Item 9A, “Controls and Procedures,” we have identified material weaknesses in our internal control over financial reporting for the fiscal year ended December 29, 2023. A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

In the course of preparing our consolidated financial statements as of and for the fiscal year ended December 29, 2023, as included in the 2023 Form 10-K, we identified a material weakness related to the accounting for the Company’s business combination of Transporeon. This included lack of appropriate oversight of third-party valuation specialists and insufficient design and operating effectiveness of management review controls, including controls over the completeness and accuracy of certain assumptions used in the valuation of acquired intangible assets.

Subsequent to the filing of the 2023 Form 10-K, management re-evaluated the effectiveness of our internal control over financial reporting. Based on this re-evaluation, we identified additional material weaknesses related to certain ITGCs, undue reliance on controls over IT interfaces, and the evaluation of standalone selling prices utilized in the accounting for revenue, all of which support the Company’s financial reporting processes.

As previously disclosed, the Company had delayed the filing of this report and its Quarterly Reports on Form 10-Q for the periods ended March 29, 2024 (the “Q1 2024 10-Q”) and June 28, 2024 (the “Q2 2024 10-Q”) until the assessment of the impacts of the matters described above was complete. As a result of the delayed filings, the Company has not been in compliance with Nasdaq Listing Rule 5250(c)(1) (the “Listing Rule”), which requires listed companies to timely file all required periodic financial reports with the SEC.

Based on materials submitted to The Nasdaq Stock Market LLC (“Nasdaq”) in connection with the delayed Q1 2024 10-Q and Q2 2024 10-Q filings, the Company received an extension until November 11, 2024 to regain compliance with the Listing Rule. When the Company did not meet this deadline and had not filed this report by its due date, the Company received a notification from Nasdaq (the “Nasdaq Notice”), informing the Company that Nasdaq had initiated a process (the “Staff Determination”), which could result in the delisting of the Company’s common stock from Nasdaq if the Company did not regain compliance with the Listing Rule. The Nasdaq Notice and the Staff Determination had no immediate effect and did not immediately result in the suspension of trading or delisting of the Company’s securities.

The Company intends to regain compliance with the Listing Rule by filing this report and the Q1 2024 10-Q and the Q2 2024 10-Q and expects thereafter to receive a letter from Nasdaq informing the Company that it has regained compliance. As a result of our failure to timely meet our SEC reporting obligations, we will be unable to use Form S-3 for the twelve months after we made our delayed filings. This could make accessing the capital markets during this period more costly or less efficient.

Furthermore, our management, under the oversight of the Audit Committee, has been taking actions to implement our remediation plan as described more fully in Part II, Item 9A, “Controls and Procedures” in the 2023 Form 10-K/A. Unless otherwise described herein, 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.

If we are not able to successfully remediate these material weaknesses, there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be presented or detected on a timely basis. Moreover, if we

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uncover additional material weaknesses, our financial statements may be inaccurate, and we may be unable to comply with our SEC filing obligations, which could prevent us from using Form S-3 or result in a Nasdaq delisting.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

(a) None.

(b) None.

In the first quarter of 2025, the Board of Directors approved a new stock repurchase program authorizing up to $1.0 billion in repurchases of our common stock, which replaces the existing 2024 stock repurchase program.

Under the 2025 stock repurchase program, we may repurchase stock from time to time through accelerated stock repurchase programs, open market transactions, privately negotiated transactions, block purchases, tender offers, or other means. The timing and actual amount of any stock repurchased will depend on a variety of factors, including market conditions, our stock price, other available uses of capital, applicable legal requirements, and other factors. This program may be suspended, modified, or discontinued at any time without prior notice.

The following table provides information relating to our purchases of equity securities for the first quarter of 2025, which were made under the 2025 stock repurchase 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

January 4, 2025 – February 7, 2025	—	$	—	—	$	1,000,000,000
February 8, 2025 – March 7, 2025	4,096,351	$	70.54	4,096,351	$	711,026,158
March 8, 2025 – April 4, 2025	4,874,396	$	69.42	4,874,396	$	372,642,173
Total	8,970,747			8,970,747

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~~first quarter of ~~2024~~2025, ~~none~~the offollowing ~~our~~Section ~~directors~~16 orofficers ~~executive~~and ~~officers~~directors (as defined in Rule 16a-1(f) under the Exchange Act) adopted ~~or terminated~~ a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement (each as defined in Item 408(a) of Regulation S-K under the Exchange Act). intended to satisfy the affirmative defense of Rule 10b5-1(c):

34•Rob Painter, Chief Executive Officer, an officer for purposes of Section 16 of the Exchange Act, adopted a trading plan on February 20, 2025. The trading plan was entered into during an open trading window and provides for potential sales of up to 90,000 shares of our common stock between May 27, 2025 and April 30, 2026.

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•Kaigham Gabriel, Director, adopted a trading plan on February 20, 2025. The trading plan was entered into during an open trading window and provides for potential sales of up to 12,514 shares of our common stock between May 21, 2025 and August 20, 2025.

•Mark Schwartz, Senior Vice President, an officer for purposes of Section 16 of the Exchange Act, adopted a trading plan on February 24, 2025. The trading plan was entered into during an open trading window and provides for potential sales of up to 4,552 shares of our common stock between May 27, 2025 and December 31, 2025.

•Ronald Bisio, Senior Vice President, an officer for purposes of Section 16 of the Exchange Act, adopted a trading plan on February 24, 2025. The trading plan was entered into during an open trading window and provides for potential sales of up to 10,000 shares of our common stock between May 27, 2025 and May 26, 2026.

•James Dalton, Director, adopted a trading plan on February 26, 2025. The trading plan was entered into during an open trading window and provides for potential sales of up to 4,159 shares of our common stock between May 28, 2025 and March 10, 2026.

•Jennifer Allison, Corporate Vice President and General Counsel, an officer for purposes of Section 16 of the Exchange Act, adopted a trading plan on February 26, 2025. The trading plan was entered into during an open trading window and provides for potential sales of up to 3,156 shares of our common stock between May 27, 2025 and February 27, 2026.

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 orincorporated by reference to:
2.1	Amended and Restated Sale and ~~Purchase~~Contribution Agreement, dated ~~December~~March 1131, ~~2022~~2024, ~~regarding~~by ~~the~~and ~~acquisition~~among by the Company, ofPTx ~~Transporeon~~Trimble ~~GmbH~~LLC, and AGCO Corporation	Exhibit 210.1 to Form 8-K/A filed ~~Dec~~Apr. 211, ~~2022~~2024
2.2	Amended and Restated Sale and Contribution Agreement, dated March 31, 2024, by and among the Company, PTx Trimble LLC, and AGCO Corporation	Exhibit 10.1 to Form 8-K filed Apr. 1, 2024
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	~~Second~~2002 ~~Consent~~Stock ~~and~~Plan ~~Waiver,~~- ~~dated~~Form ~~July~~of ~~29,~~PRSU ~~2024,~~Award ~~to the Credit~~ Agreement, ~~dated~~(ARR-TSR ~~March~~with 24modifier, ~~2022,~~2025 ~~as amended, by and among Trimble Inc., the Lenders party thereto and Bank of America, N.A., as Administrative Agent~~revision)	~~Exhibit~~Filed ~~10.1 to Form 8-K filed August 1, 2024~~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 ~~September~~April 274, ~~2024~~2025, formatted in Inline XBRL, tagged as blocks of text and including detailed tags:(i) Condensed Consolidated Balance Sheets,(ii) Condensed Consolidated Statements of Income,(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

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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 SawarynskiChief Financial Officer(Authorized Officer and Principal Financial Officer)


			TRIMBLE INC. (Registrant)

By:			/s/ PHILLIP SAWARYNSKI
			Phillip Sawarynski Chief Financial Officer (Authorized Officer and Principal Financial Officer)
Date:			May 12, 2025

~~DATE: January 15, 2025~~33

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