For the Board of Directors,

April 12, 202216, 2024

Our virtual Annual Meeting allows stockholders to submit questions and comments during the meeting. After the meeting, we will spend up to 15 minutes answering stockholder questions that comply with the meeting rules of conduct; the rules of conduct will be posted on the virtual meeting web portal. If we receive substantially similar questions, we will group such questions together and provide a single response to avoid repetition.

The Annual Meeting webcast will begin promptly at 5:00 p.m. PacificMountain time. We encourage you to access the Meeting webcast prior to the start time. Online check-in will begin, and stockholders may begin submitting written questions, at 4:45 p.m. PacificMountain time, and you should allow ample time for the check-in procedures.

Fiscal 2021 presented many global challenges similar to those experienced in fiscal 2020, but it also presented new opportunities. The global pandemic caused by COVID-19,2023

Our core strategy, Connect & Scale, involves digitally connecting the workflows within targeted industry segments and the related supply chain disruptions, affected almost all of the markets thatcreating scale across Trimble through shared technology platforms. In 2023, we serve. Despite the macroeconomic and supply chain challenges, we achieved record levels of annualized recurring revenue, revenue, profit, earnings per share and operating cash flow. We continued to advance our Connect and Scale 2025this strategy, investing in people, process, and technology. We divested a number of businesses that are not core to our Connect & Scale strategy, and we acquired companies that will accelerate our Connect & Scale strategy, including Transporeon. We also continued to develop the competitive strengths of our core businesses, while focusing on a healthy balance for our business portfolio with respect to end marketend-market exposure, geographic diversity, and business model mix. Our ongoing strategy is to connect stakeholders across industry lifecycles

Financial highlights for fiscal 2021 included (comparisons are to prior year unless stated otherwise):2023 included:

See Appendix A to this proxy statement for a reconciliation of GAAP to non-GAAP financial measures, including operating income and an explanationnet income (as also used in the computation of the performance measure “annualizeddiluted net income per share), along with definitions of organic revenue growth, annualized recurring revenue.”

Long-term performance

Trimble has an excellent recordSince 2013, Trimble’s revenue, annualized recurring revenue, GAAP operating income, and adjusted EBITDA have grown at compound annual growth rates of performance5%, 13%, 6%, and creating stockholder value7%, respectively, illustrating the company’s long-term growth trajectory over an extended period of time,time.

Also, as shown in the following chart of average annual increase in stock price:

Overview

2023 Sustainability Highlights — Progress on Climate Action

We value diversity in our workforce, including various cultures, backgrounds, ages, gender, racegenders, races and ethnicities, nationality,nationalities, sexual orientation, religion,orientations, religions, people with different abilities, parents and caregivers, and many other characteristics, knowing that it drives our best thinking. Our focus on diversity starts at the top. FourOur employees are working in around 200 locations in over 40 countries. Collectively, we speak more than 45 different languages. We believe our diversity makes us stronger and better able to solve complex problems for our customers. Three out of eleven of our currentten board members are female or ethnically diverse, placing usand we are making progress towards our goal of increasing global female employees and U.S. ethnically diverse employees in a select groupour workforce and in our leadership positions across the company.

A number of companies. In 2021, we activated many new initiatives focused on infusing diversity, equity, and inclusion (DEI) in the fabric of our connected culture. We have developed numerous employee resource networks exist in Trimble that enhance our inclusive and diverse culture, including networks that support women, caregivers, Black, Hispanic/Latinx and Indian professionals, veterans, employees with disabilities, and our LGBTQ+ community.

We are focusedcommitted to providing every employee with the opportunity to learn, grow, and excel in a respectful and collaborative workplace. Through our internal global talent platform, we empower employees to identify internal job opportunities, skill development resources, and projects to achieve their personal development goals and full potential. We encourage employees to nurture a love of continuous learning and resilience that is essential for accomplishment.

The success of our business is fundamentally connected to the well-being of our people. Accordingly, we are committed to the health, safety, and wellness of our employees. We have provided increasedprovide our employees and their families with access to DEI educational resources, training, assessments, and other employee forums to help us work together globally and more effectively across a variety of culturesinnovative, flexible, and perspectives. We believe our diversity makes us strongerconvenient health and better ablewellness programs that offer choice where possible, so they can customize their benefits to solve complex problems for our customers.meet their needs and the needs of their families.

Our Board of Directors recognizes that Trimble’s success over the long term requires a strong corporate governance framework. Below are highlights of our corporate governance framework:

We believe that our directors are highly qualified and well suited to providing effective oversight of our continuously evolving business, and that they provide our Board of Directors with a balance of critical skills and an effective mix of experience and expertise, as summarized below.

Trimble’s Board of Directors values the opinions of our stockholders and carefully considers feedback received with regard to our governance practices, executive compensation program, and management of key ESG topics. Over the past several years, our management team has engaged with stockholders to better understand their views regarding our approach to executive compensation. In recent years, we have made changes to our executive compensation programsprogram in response to this input and based upon our ongoing review of best practices. These changes have included:

At our 20212023 Annual Meeting of Stockholders, we conducted aour annual non-binding stockholder advisory vote on the compensation of our named executive officers (commonly known as a “Say on Pay” vote). Our stockholders approved the Say on Pay proposal with 89.1%83.6% of the votes cast in favor of the proposal. As part of our ongoing investor engagement, our Investor Relations team and Chief Financial Officer engaged with stockholders to discuss topics of interest to them and to proactively provide key updates to them. The Compensation Committeefeedback gathered during these conversations helped inform the Board's thinking, in particular about compensation, governance and disclosure. Based on stockholder feedback, we will adjust our 2024 long-term incentive program for our executive officers to equally distribute the weighting on the performance restricted stock units granted in 2024 between relative TSR (total shareholder return), to ensure our outcomes are aligned to our peer group, and ARR (annual recurring revenue), to continue to drive outcomes aligned with our business results. We value the opinions of our stockholders and will continue to consider the outcome of future Say on Pay votes, as well as feedback received throughout the year, when making compensation decisions for our executive officers.

*    Lead independent directorChairperson

Vote Required

Directors are currently elected by a plurality of the votes cast by stockholders entitled to vote at the Annual Meeting. Accordingly, the nominees receiving the highest number of “for” votes at the Annual Meeting will be elected as directors. This isIn an uncontested election of directors, because the number of nominees for director does not exceed the number of directors to be elected. Pursuant tosuch as this, our majority voting policy will apply. Under our majority voting policy, if any nominee for director in this election receives a greater number of votes “withheld” from such nominee than votes “for”,“for,” the nominee for director must tender his or her resignation to our Board of Directors within five days following the certification of the election results. Withinresults and, within 90 days following the date of the Annual Meeting, the remaining members of our Board of Directors shall, through a process managed by the Nominating and Corporate Governance Committee and excluding the director nominee in question, determine whether to accept such resignation. We will then publicly disclose the determination(In a contested election, directors of the BoardCompany would be elected by a plurality of Directors. the votes, under which the nominees receiving the highest number of “for” votes at the Annual Meeting will be elected as directors.)

Abstentions and broker non-votes will be counted only for purposes of determining whether a quorum is present, but they will not be taken into account in determining the outcome of the election of directors.

Shares representedHolders of proxies solicited by executedthis proxy statement will vote the proxies will be voted,as directed or, if authority to do sono direction is not withheld,made, for the nominees named above. If you return your proxy card or otherwise vote but do not make specific voting choices, your shares will be voted “for” the election of all of the directorBoard’s ten nominees. In the event that any nominee is unable or declines to serve as a director at the time of the Annual Meeting, the proxies will be voted for a substitute nominee designated by the present Board of Directors to fill the vacancy. As of the date of this proxy statement, the Board of Directors has no reason to believe that any nominee will be unable or will decline to serve as a director. The directors elected will hold office until the next Annual Meeting of Stockholders and until their successors are duly elected and qualified.

This proposal, commonly known as a “Say on Pay” proposal, providesis included pursuant to Section 14A of the Securities Exchange Act to provide our stockholders with the opportunity to cast an advisory vote onto approve the compensation of the Company’s Named Executive Officers, as disclosed in this proxy statement. This proposal gives our stockholders the opportunity to approve, reject, or abstain from voting, with respect to our executive compensation programsprogram and policies and the compensation paid to the Named Executive Officers.

The Say on Pay vote allows our stockholders to express their opinions regarding the decisions of the People & Compensation Committee with respect to the 20212023 compensation of the Named Executive Officers. Because the Say on Pay vote is advisory in nature, it will not affect any compensation already paid or awarded to any Named Executive Officer, nor modify any terms of our existing compensation plans or awards. In addition, the Say on Pay vote will not be binding on, or overrule, any decisions by the Board of Directors.Board. In addition, it will not create or imply any additional fiduciary duty on the part of the Board of Directors.Board.

The Company is providing its stockholders with the opportunity to cast an advisory Say on Pay vote every year, until the next advisory vote on the frequency of such votes.votes, which is expected to occur in 2029.

Your advisory vote will serve as an additional tool to help guide the Board of Directors and the People & Compensation Committee in continuing to improve the alignment of the Company’s executive compensation programsprogram with the interests of the Company and its stockholders. The People & Compensation Committee and the Board of Directors take into account the outcome of the vote as a part of their considerations in determining future compensation arrangements for our Named Executive Officers.

Advisory approval of the compensation of our Named Executive Officers requires the affirmative vote of the holders of the majority of the shares represented and voting on this proposal at the Annual Meeting via the internet or by proxy on(abstentions and broker non-votes will not be counted in determining the outcome of this proposal.

Principal Accounting Fees and Services

The following table presents fees billed by EY for audit services and other services rendered for the audit of the Company’s annual financial statements for the last two fiscal years, and fees billed by EY for other services rendered during those periods (in thousands).

Audit Committee Pre-Approval of Policies and Procedures

The Audit Committee is responsible for appointing, approving the plan for audit and related services and fees of, and overseeing the work of, the independent registered public accounting firm. The Audit Committee has established a pre-approval procedure for all audit and permissible other services to be performed by EY. The pre-approvalpre‑approval policy requires that requests for services by the independent registered public accounting firm be submitted to the Company’s CFO for review and approval. Any requests that are approved by the CFO are then aggregated and submitted to the Audit Committee for approval of services at a meeting of the Audit Committee. Requests may be made with respect to either specific services or a type of service for predictable or recurring services. All services performed by EY were approved by the Audit Committee. The Audit Committee has concluded that the provision of the services listed above is compatible with maintaining EY’s independence.

Ratification of the appointment of EY as the Company’s independent registered public accounting firm for the current fiscal year will require the affirmative vote of the holders of a majority of the shares represented and voting on this proposal at the Annual Meeting either via the internet or by proxy (abstentions and broker non-votes will not be counted in determining the outcome, although since brokers have discretion to vote shares on routine matters for which no instruction was provided, we do not expect any broker non-votes on this proposal.proposal). In the event that such ratification by the stockholders is not obtained, the Audit Committee and the Board of Directors will reconsider such selection.

The Board of Directors held 5 meetings during the 2021 fiscal year.2023. No director attended fewer than 75% of the aggregate of all the meetings of the Board of Directors and the meetings of the committees upon which such director served in the 2021 fiscal year2023 (during the periods in which such director served in each such capacity). It is the Company’s policy to encourage directors to attend the Annual Meeting.annual meeting of stockholders. All of the current members of the Board of Directors who were directors at the time of the 20212023 annual meeting of stockholders attended the annual meeting.

As a result of its annual review and based upon information requested from and provided by each director concerning his or her background, employment and affiliations, including family relationships, the Board of Directors has determined that each of the directors besides Mr. Berglund and Mr. Painter areis independent directors as defined by Rule 5605(a)(2) of the NASDAQ Marketplace Rules.under applicable Nasdaq rules. In making this determination, the Board of Directors considered the current and prior relationships ofthat each non-employee director, or any of his or her family members, has with the Company, our senior management and our independent registered public accounting firm, and all other facts and circumstances deemed relevant in determining their independence.

The Board of Directors has established a process to receive communications from stockholders. Stockholders of the Company may communicate with one or more of the Company’s directors (including any board committee) by mail in care of Board of Directors, Trimble Inc., 935 Stewart Drive, Sunnyvale, California 94085.10368 Westmoor Dr, Westminster, CO 80021. Such communications should specify the intended recipient or recipients. The Corporate Secretary periodically will forward such communications or provide a summary to the Board of Directors or the relevant members of the Board of Directors.Board.

The Board of Directors has overall responsibility for the oversight of risk management for the Company, and it exercises this oversight through committees and regular engagement with the Company's senior management. The Board of Directors also oversees sustainability and ESG strategy, as well as cybersecurity risk at the Company, with the Audit Committee receiving regular updates on cybersecurity risk management and through escalation processes that provide for timely notice to the Audit Committee of any material developments. The Audit Committee has oversight of the Company's financial matters, internal controls, financial reporting and internal investigations relating to financial misconduct. The Audit Committee also reviews cybersecurity risk exposure and mitigation, and receives regular updates on cybersecurity risk management as well as timely notice of any material developments through escalation processes. The People & Compensation Committee has oversight of our compensation policies and practices.practices and also reviews human capital management activities. Our Nominating and Corporate Governance Committee is responsible for the independence and qualification of the board members and the Company's corporate governance principles, and also engageshas oversight with management on sustainabilityrespect to the Company’s strategies, programs, initiatives and otherpolicies for ESG strategies and initiatives.matters. The committees report their activities back to the Board of Directors.Board. In addition, members of the Company's senior management

All Audit Committee members are independent directors as defined by applicable NASDAQNasdaq Marketplace Rules and listing standards. All members of the Audit Committee are financially sophisticated and are able to read and understand fundamental financial statements, including a balance sheet, income statement and cash flow statement. The Board of Directors has determined that each of directors Peek and Sweet is a “financial expert” as that term is defined in the rules promulgated by the SEC. Mr. Peek has an extensive accounting and financial management background, which includes holding positions as chief financial officer and chief accounting officer with several leading publicly-traded technology companies, and almost two decades of experience with Deloitte. Mr. Sweet has deep expertise in finance and accounting, including from serving as the CFO of Dell Technologies,

Compensation Committee Interlocks and Insider Participation

None of the Company’s executive officers serve on the board of directors or compensation committee of a company that has an executive officer that serves on our Board of Directors or the People & Compensation Committee.

Risk Assessment

In setting compensation, our People & Compensation Committee considers the risks to our stockholders, and the Company as a whole, arising out of our compensation programs. The Company’s management team has assessed the risk profile of our compensation programs. Their review considered risk-determining characteristics of the overall structure and individual components of our Company-wide compensation program, including our base salaries, cash incentive plans and equity plans. The management team provided its findings to the People & Compensation Committee for review and consideration. Following this ongoing assessment, and after consultation with its independent advisor, the People & Compensation Committee concurred with management’s conclusions that the Company’s compensation policies were not reasonably likely to have a material adverse effect on the Company. For example: