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Management, with the oversight of the Audit Committee, is currently taking actions to remediate the material weaknesses and is implementing additional processes and controls to address the underlying causes associated with the material weaknesses described above. These efforts include:
Read in the filing ↗ Also in 10-Q of Aug 6, 2025, 10-Q of Nov 5, 2025
We, with the oversight of the Audit Committee, continue to make progress on our remediation plans for the material weaknesses identified in prior years. For the previously identified material weaknesses that remain, we continue to implement the remediation plans as follows:
Read in the filing ↗ Also in 10-Q of Aug 12, 2026, 10-Q of Nov 4, 2026
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.
Read in the filing ↗ Also in 10-K of Feb 25, 2026
Additionally, management, with the oversight of the Audit Committee of the Board of Directors of the Company, is currently taking actions to remediate the material weaknesses and is implementing additional processes and controls to address the underlying causes associated with the material weakness.
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We, with the oversight of the Audit Committee, made progress in the current year on our remediation plans for the material weaknesses identified in prior years. For the previously identified material weaknesses that remain in the current year (as noted above), we continue to implement the remediation plans as follows:
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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 the company’s annual or interim financial statements will not be prevented or detected on a timely basis. The following material weaknesses have been identified and included in management’s assessment. Management has identified material weaknesses in certain information technology controls related to certain systems that support the Company’s financial reporting processes. Management has also identified material weaknesses related to review controls and controls over the completeness and accuracy of information utilized in the performance of controls, which affected the Company’s controls over revenue and related accounts, income taxes, excess and obsolete inventory, and other controls as part of the Company’s reporting and disclosure process. Additionally, management identified a material weakness in controls over the evaluation of standalone selling prices of performance obligations utilized in the Company’s accounting for revenue.
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A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. The material weaknesses described below have been identified and included in management’s assessment.
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We had first 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.
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• 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.
Read in the filing ↗ Also in 10-Q of May 6, 2026, 10-Q of Aug 12, 2026, 10-Q of Aug 6, 2025, 10-Q of Nov 5, 2025, 10-K of Feb 25, 2026
Our management, under the oversight of the Audit Committee, has been taking actions to remediate the material weaknesses in our internal control over financial reporting; as described more fully in Part II, Item 9A, “Controls and Procedures” of this report. 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 prevented or detected on a timely basis. Moreover, if we 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. In addition, we may be unable to access the capital markets or repurchase our stock if we are not current with our SEC filing obligations.
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• our ability to maintain effective internal controls over financial reporting, including our expectations regarding timing and our ability to remediate our material weaknesses in internal control over financial reporting; and
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Additionally, our management, under the oversight of the Audit Committee, has been taking actions to address the material weaknesses in our internal control over financial reporting for the fiscal year ended January 3, 2025 and implement our remediation plan, in each case, as described more fully in Part II, Item 9A, “Controls and Procedures” of this report. 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 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. In addition, we may be unable to access the capital markets or repurchase our stock if we are not current with our SEC filing obligations.
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Effective immediately, Thomas Sweet has been appointed by the Board as Chair of the Audit Committee and will provide oversight for the remediation of our material weaknesses which the Company anticipates to be completed in 2027.
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In the course of preparing our consolidated financial statements as of and for the fiscal year ended December 29, 2023, as included in the Annual Report on Form 10-K for the period ended December 29, 2023 (the “2023 Form 10-K”), we had identified a material weakness related to business combination accounting. 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.
Read in the filing ↗ Also in 10-K of Apr 25, 2025
The material weaknesses were considered in determining the nature, timing, and extent of audit tests applied in our audit of the 2025 consolidated financial statements, and this report does not affect our report on those consolidated financial statements.
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Since then, EY and the Company’s management have been evaluating other matters related to the Company’s internal control over financial reporting. It is possible that additional material weaknesses could be identified over the course of the ongoing assessment.
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Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
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Management conducted an evaluation of the effectiveness of the internal control over financial reporting based on the Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework). Based on the assessment by management, it was determined that the Company’s internal control over financial reporting was not effective due to the material weaknesses described below.
Read in the filing ↗ Also in 10-K of Feb 25, 2026
On May 2, 2024, the Audit Committee of the Board of Directors of the Company and management, after discussion with EY, concluded there was an additional material weakness related to certain information technology (IT) and other controls for revenue-related systems and processes as of December 29, 2023 that was not previously disclosed in Management’s Annual Report on Internal Control over Financial Reporting.
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How We Addressed the Matter in Our Audit After consideration of the material weaknesses, our audit procedures included, among others, testing a sample of the Company’s estimated standalone selling prices for performance obligations throughout the Company’s disaggregated businesses and product and service offerings. For the sample tested, we evaluated the appropriateness of the Company’s estimates based on the Company’s available pricing and discounting information throughout the disaggregated businesses and product and service o...
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The material weaknesses will not be considered remediated until the applicable remedial controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively. We believe the measures described above will remediate the identified control deficiencies and strengthen our internal control over financial reporting. We are committed to continuing to improve our internal control processes and will continue to review, optimize, and enhance our financial reporting controls and procedures.
Read in the filing ↗ Also in 10-K of Feb 25, 2026, 10-Q of May 6, 2026, 10-Q of Aug 12, 2026, 10-Q of Nov 4, 2026, 10-K of Apr 25, 2025, 10-Q of Aug 6, 2025, 8-K of Aug 6, 2024
Subsequent to the filing of the 2023 Form 10-K with the SEC on February 26, 2024, management re-evaluated the effectiveness of our internal control over financial reporting. Based on this re-evaluation, we had identified additional material weaknesses related to certain information technology general controls (“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.
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We have audited Trimble Inc.’s internal control over financial reporting as of January 3, 2025, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, because of the effect of the material weaknesses described below on the achievement of the objectives of the control criteria, Trimble Inc. (the Company) has not maintained effective internal control over financial reporting as of January 3, 2025, based on the COSO criteria.
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remediation of material weaknesses, as well as all statements that are not historical facts. These forward-looking statements are subject to change, and actual results may materially differ from those set forth in this Current Report on Form 8-K due to certain risks and uncertainties. Factors that could cause or contribute to changes in such forward-looking statements include, but are not limited to, the risk that completion of the remediation of material weaknesses will take longer than expected. The foregoing review of important factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements set forth in reports filed with the SEC, including the Company’s quarterly reports on Form 10-Q and its annual report on Form 10-K. Undue reliance should not be placed on any forward-looking statement contained herein. These statements reflect the Company’s position as of the date of this Current Report on Form 8-K. The Company expressly disclaims any undertaking to release publicly any updates or revisions to any statements to reflect any change in the Company’s expectations or any change of events, conditions, or circumstances on which any such statement is based.
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Management, including our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), has evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), as of the end of the period covered by this report. Based on such evaluation, our CEO and CFO concluded that our disclosure controls and procedures were not effective as of the end of such period because of the material weaknesses in internal control over financial reporting described below.
Read in the filing ↗ Also in 10-K of Feb 25, 2026, 10-Q of Aug 6, 2025, 10-Q of Nov 5, 2025, 10-Q of May 6, 2026, 10-Q of Aug 12, 2026, 10-Q of Nov 4, 2026
In addition to the identified material weaknesses noted above, we are implementing a customer relationship management tool across our businesses as a strategic initiative that will replace many legacy systems and that could materially affect our internal control over financial reporting (as such term is defined in Rules 13a - 15(f) and 15d - 15(f) under the Exchange Act). Other than as described above, there have been no changes that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting during the period for which this report relates.
Read in the filing ↗ Also in 10-Q of Aug 6, 2025, 10-Q of Nov 5, 2025
As previously disclosed in the Current Report on Form 8-K referenced under Item 5.07 above, Thomas Sweet was appointed by the Board as Chair of the Audit Committee, effective May 26, 2026. The Board had made the decision to appoint Mr. Sweet as Chair of the Audit Committee during its regularly scheduled meeting in March 2026. The Audit Committee will continue to provide oversight for the ongoing remediation of the previously identified material weaknesses in the Company’s internal control over financial reporting, which the Company anticipates to be completed in 2027.
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We have audited Trimble Inc. and subsidiaries' (the Company) internal control over financial reporting as of January 2, 2026, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, because of the effect of the material weaknesses, described below, on the achievement of the objectives of the control criteria, the Company has not maintained effective internal control over financial reporting as of January 2, 2026, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
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Among other things, the Company has designed and implemented review controls over third-party valuation specialists to add greater levels of precision to detect and prevent potential material misstatements, including the establishment of process and controls to evaluate adequate review and evidence used in the valuation of acquired intangible assets to remediate the previously reported material weakness related to the business combination with Transporeon. The Company is also in the process of reassessing the design of certain information technology general controls and information technology application controls for relevant business systems and applications that support the Company’s preparation of the consolidated financial statements.
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EY has been performing and continues to perform incremental audit procedures responsive to the identified material weaknesses. This work is nearing completion, and the Company currently expects EY’s assessments of the impact of the matters noted above to be completed in approximately a month or so. Based on the work to date, management has not identified any errors that would result in a restatement to the consolidated financial statements for the periods presented in the Form 10-K or for any previously released financial results. Furthermore, EY has not withdrawn its audit report on the financial statements included in the Form 10‑K.
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As a result, Management’s Report on Internal Control Over Financial Reporting included in Item 9A of the Company’s fiscal 2023 10-K, filed with the SEC on February 26, 2024, and EY’s opinion relating to the effectiveness of the Company’s internal control over financial reporting as of December 29, 2023, should no longer be relied upon for the matter described above. In addition, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures were not effective as of December 29, 2023 due to the material weakness in internal control over financial reporting described above.
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We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of January 3, 2025 and December 29, 2023, the related consolidated statements of income, comprehensive income, stockholders’ equity, and cash flows for each of the three years in the period ended January 3, 2025, and the related notes. These material weaknesses were considered in determining the nature, timing, and extent of audit tests applied in our audit of the 2024 consolidated financial statements, and this report does not affect our report dated April 25, 2025, which expressed an unqualified opinion thereon.
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We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
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The Company filed its Amendment No. 1 on Form 10-K/A to the 2023 Form 10-K and its Quarterly Reports on Form 10-Q for the first, second, and third quarters of 2024 with the SEC on January 16, 2025, and the 2024 Form 10-K with the SEC on April 25, 2025. Those filings disclosed additional material weaknesses as described more fully therein. After the filings, the Company regained compliance with the Listing Rule. As a result of our previous failure to timely meet our SEC reporting obligations, we are unable to use Form S-3 for twelve months after that date, which will end in April 2026. This could make accessing the capital markets during this period more costly or less efficient.
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After filing the 2023 Form 10-K with the SEC, management re-evaluated the effectiveness of our internal control over financial reporting and identified additional material weaknesses in internal control over financial reporting. The Company delayed the filing of its Quarterly Reports on Form 10-Q for the first, second, and third quarters of 2024 until the assessment of the impacts was complete. As a result of the delayed filings, the Company had received notices from the Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company was not 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. Due to the time required to prepare and file the prior delayed reports, the Company delayed the filing of its Annual Report on Form 10-K for the fiscal year ended January 3, 2025 (the “2024 Form 10-K”).
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As previously disclosed in the Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on May 3, 2024, subsequent to the filing of the Company’s Annual Report on Form 10-K with the SEC on February 26, 2024 (the “Form 10-K”), Ernst & Young LLP (“EY”), the Company’s independent registered public accounting firm, informed the Company that in preparing for an upcoming Public Company Accounting Oversight Board inspection, EY had identified concerns regarding the design and execution of certain information technology (“IT”) and other controls for revenue-related systems and processes as of December 29, 2023 that had not been evaluated. On May 2, 2024, the Audit Committee of the Board of Directors of the Company and management, after discussion with EY, concluded there was an additional material weakness related to certain IT and other controls for revenue-related systems and processes as of December 29, 2023 that was not previously disclosed in Management’s Annual Report on Internal Control over Financial Reporting.
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… imposition of barriers to international trade, the impact of acquisitions or divestitures, 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. Any failure to achieve predicted results could negatively impact the Company's revenue, cash flow from operations, and other financial results. The …
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… imposition of barriers to international trade, the impact of acquisitions or divestitures, 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. Any failure to achieve predicted results could negatively impact the Company's revenue, cash flow from operations, and other financial results. The …
Read in the filing ↗ Also in 8-K of Nov 6, 2024, 8-K of Nov 4, 2026, 8-K of May 6, 2026, 8-K of May 7, 2025, 8-K of Aug 6, 2025, 8-K of Feb 10, 2026, 8-K of Nov 5, 2025, 8-K of Feb 19, 2025, 8-K of Aug 12, 2026