For the Board of Directors,

April 12, 202218, 2023

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.

Financial highlights for fiscal 2021 included (comparisons are to prior year unless stated otherwise):2022 included:

Since 2011, Trimble’s revenue, annualized recurring revenue, and adjusted EBITDA have grown at compound annual growth rates of 8%, 15%, and 10%, respectively, illustrating the company’s long-term growth trajectory over time. In addition, Trimble has an excellentdemonstrated a strong record of performance and creating stockholder value over an extended period of time, as shown in the following charttable of average annual increase in stock price:

Trimble’s total return over multiple time periods withinIn addition, as shown in the 20-year time horizon illustrates the long-term out‑performance through economic cycles.

By completing our first report in providing rigorous measurement and accountability in achieving emissions reductions at the pace and scale demanded by scientific consensus. Through participation in voluntary climate disclosures in 2021 such as CDP, Trimble has continued to make progress on aligning our climate-related disclosuresalignment with the consistent, comparable, clear, and reliable information called for byrecommendations of the Task Force on Climate-related Financial Disclosures (TCFD)., Trimble has established another level of transparency and accountability around our management of climate-related risks and opportunities. This report details the robust governance and management oversight of climate-related issues that forms the cornerstone of Trimble’s overall approach to managing climate-related risks and opportunities.

We striveTo continue producing innovative technologies, it is crucial that we continue to attract, engage, develop, and retain top talent. This crucial outcome is supported through our continued efforts to make Trimble a diverse, equitable, inclusive, and safe workplace and provide opportunities for our employees to grow and develop in their careers, supported by competitive compensation, benefits,careers.

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 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.

Our focus on diversity starts at the top. Four out of eleven of our currenteleven board members are female or ethnically diverse, placing usand we are making progress to increase global female employees and U.S. ethnically diverse employees in a select group of companies. In 2021, we activated many new initiatives focused on infusing diversity, equity,our workforce and inclusion (DEI) in our leadership positions across the fabric of our connected culture. We have developed numerous employee resource networks 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.company. We are focused on measuring and increasing gender representation, as well as race and ethnic diversity in high-impact roles such as front-line management,people leaders, engineering product management,and technical positions, and sales.

In 2022, we made progress on many new initiatives focused on infusing diversity, equity, and inclusion in the fabric of our connected culture. We launched our second Renew Returnship program cohort that provides employment opportunities for those who have providedtaken a break in their careers to look after their families. We built new relationships with the National Society of Black Engineers and became a sponsor to Out & Equal, a non profit organization working on LGBTQ+ workplace equality. We participated in many new national and local diversity career fairs and sponsored engagements focused on increasing gender and race/ethnic diversity in the industries we serve through groups like Transportation and Construction Girl. We also increased accessour investments in education through new Trimble technology labs at Minority Serving Institutions and the Dr. Gladys West Scholarship Program, which honors a GPS technology pioneer and woman of color, and we award scholars at three universities serving underrepresented students.

We are committed to providing every employee with the opportunity to learn, grow, and excel in a respectful and collaborative workplace. We launched new career growth and development initiatives in 2022 to empower employees to identify internal job opportunities, skill development resources, training, assessments, and other employee forumsprojects to help us work together globallyachieve their personal development goals and full potential.

We believe that building connections between our employees, their families, and our communities creates a more effectively acrossmeaningful, fulfilling, and enjoyable workplace. Since our employees are passionate about a variety of culturescauses, our company giving and perspectives.volunteering programs support and encourage employees by engaging with those causes. We believealso encourage and provide our diversity makes us strongeremployees with a day of service as a benefit to help our communities.

Our Trimble Foundation Fund aligns international philanthropic efforts by giving back to the communities where Trimble does business and better ablehelping those in need. We do this by supporting three focus areas, disaster and climate resilience; female education and empowerment; and DEI, as well as by supporting the philanthropic efforts of our local offices.

The success of our business is fundamentally connected to solve complex problems forthe well-being of our customers.people. Accordingly, we are committed to the health, safety, and wellness of our employees. We provide our employees and their families with access to a variety of innovative, flexible, and convenient health and wellness programs, including benefits that provide protection and security so they can have peace of mind concerning events that may require time away from work or that impact their financial well-being; that support their physical and mental health by providing tools and resources to help them improve or maintain their health status and encourage engagement in healthy behaviors; and that offer choice where possible so they can customize their benefits to meet their needs and the needs of their families.

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.

The following summarizes some of our key executive compensation and related policies and practices:

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 programs in response to this input and based upon our ongoing review of best practices. These changes have included:

Directors of the Company are currently elected by a plurality of the votes, cast by stockholders entitled to vote at the Annual Meeting. Accordingly,under which 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”, 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 of the Board of 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, provides our stockholders with the opportunity to cast an advisory vote on 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 programs 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 20212022 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 itsThis year, stockholders withwill also have the opportunity to cast an advisory Say on Pay frequency vote pursuant to Item 3. Future Say on Pay votes are expected to continue to be held every year, untiland the nextBoard will consider on an advisory vote onbasis, the frequencyresults of such votes.Item 3.

At the Company’s 20212022 Annual Meeting of Stockholders, 89.1%87.8% of the votes cast were in favor of the Say on Pay vote and our executive compensation program. In reviewing our executive compensation policies and practices since the vote, our Board of Directors and our People & Compensation Committee have been mindful of the level of support that our stockholders expressed for our approach to executive compensation. Following their annual review of our executive compensation philosophy, the Board of Directors and the People & Compensation Committee decided to retain our general approach to executive compensation.

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 programs 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.

The Company and the Board of Directors believe that our compensation policies and practices for our Named Executive Officers are aligned with the long-term interests of our stockholders because our policies emphasize pay-for-performance, and our mix of short- and long-term incentives provide a balance between the Company’s short-term goals and long-term performance. As such, the Board of Directors recommends that stockholders vote “For” the advisory approval of our compensation policies and practices as disclosed in this proxy statement.

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 at the Annual Meeting via the internet or by proxy on this proposal.

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).

The Board of Directors held 5 meetings during the 2021 fiscal year.2022. 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 year2022 (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. All of the current members of the Board of Directors who were directors at the time of the 20212022 annual meeting 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 are 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 of 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

The Board of Directors has a separately-designated, standing Audit Committee, established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934. The current members of the Audit Committee are directors Gabriel, Peek, and Sweet. Director Peek currently serves as the committee chair. The Audit Committee held 85 meetings during the 2021 fiscal year.2022.

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,

The Board of Directors has a standing People & Compensation Committee, comprised of directors Ekholm, Fandozzi, Lloyd and Wibergh. Director Ekholm currently serves as the committee chair. The People & Compensation Committee held 45 meetings during the 2021 fiscal year.2022.

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.

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:

The Nominating and Governance Committee will consider director candidates recommended by stockholders. In considering candidates submitted by stockholders, the Nominating and Governance Committee will take into consideration the needs of the Board of Directors and the qualifications of the candidate. To have a candidate be considered by the Nominating and Governance Committee, a stockholder must submit the recommendation in writing and the recommendation must include the following information and otherwise comply with Section 6 of Article II of our Bylaws:

The stockholder recommendation and information described above must be sent to the Nominating and Corporate Governance Committee's Chair in care of the Corporate Secretary at Trimble Inc., 935 Stewart Drive, Sunnyvale, California 9408510368 Westmoor Dr, Westminster, CO 80021 and must be received by the Corporate Secretary not earlier than January 25, 2023February 2, 2024 and not later than February 24, 2023,March 3, 2024, except if the annual meeting for 20232024 is called for a date earlier than April 30, 2023May 7, 2024 or later than June 19, 2023,26, 2024, notice by the stockholder in order to be timely must be so received not later than the close of business on the tenth (10th) day following the day on which notice of the date of the annual meeting for 20232024 is mailed or the date the Company announces the date of the annual meeting for 2023,2024, whichever occurs first.

The Nominating and Governance Committee believes that the minimum qualifications for serving as a director of the Company are that a nominee demonstrate possession of such knowledge, experience, skills, expertise,

Once a person has been identified by the Nominating and Governance Committee as a potential candidate, the Nominating and Governance Committee may collect and review publicly available information regarding the candidate to assess whether the candidate should be considered further. If the Nominating and Governance Committee determines that the candidate warrants further consideration, the chairmanchairperson or another member of the Nominating and Governance Committee contacts the candidate. Generally, if the person expresses a willingness to be considered and to serve on the Board, of Directors, the Nominating and Governance Committee requests information from the candidate, reviews the candidate’s accomplishments and qualifications, including in light of any other candidates that the Nominating and Governance Committee might be considering, and conducts one or more interviews with the candidate. In certain instances, Nominating and Governance Committee members may contact one or more references provided by the candidate or may contact other members of the business community or other persons that may have greater first-hand knowledge of the candidate’s accomplishments. The Nominating and Governance Committee’s evaluation process does not vary based on whether or not a candidate is recommended by a stockholder.

In addition, our Outside Directors are reimbursed for local travel expenses or paid a fixed travel allowance based on the distance to the meeting, and reimbursed for other necessary business expenses incurred in the performance of their services as directors of the Company.

The RSU awards vest in full after one year. If an Outside Director is appointed or elected to the Board of Directors at a time other than the annual meeting, the initial RSU award will be prorated to account for the number of months that have already elapsed since the last annual meeting. If an Outside Director resigns or voluntarily terminates service as a member of the Board, of Directors, any unvested RSU award shall vest at such time on a pro rata basis based upon the number of months of service since the last annual meeting of stockholders.

In February 2013,2022, we adoptedmodified the previously approved non-employee director stock ownership policy and introduced a policy thatnew stock retention requirement. Previously, Outside Directors were required each Outside Director to own a minimum number of shares of the Company’s common stock equal to a value of $200,000 to help align the personal interests of the directors with the interests of stockholders. ThisThe modified guidelines are now expressed as a multiple of the annual cash retainer, set at 8x, effectively increasing the value increased to $350,000 in fiscal 2022, as described in the section immediately below.$520,000. The shares counted toward the ownership guidelines include shares owned directly and indirectly, provided there is an economic interest in the shares. New directors have five years from their appointment to meet the minimum stock ownership level. level and are required to retain 50% of their after-tax shares acquired upon exercise or vesting of an equity award, until the minimum ownership requirement is attained.

All of the Outside Directors to whom the minimum ownership levels apply have met the requirement as of the Record Date.

Trimble is a leading provider ofan industrial technology company transforming the way the world works by delivering solutions that enable professionalsour customers to thrive. Core technologies in positioning, modeling, connectivity and field mobile workersdata analytics connect the digital and physical worlds to improve or transform their work processesproductivity, quality, safety, transparency, and drive a more sustainable future. Our comprehensive work processsustainability. From purpose-built products to enterprise lifecycle solutions, are used across a range ofTrimble is transforming industries including architecture, buildingsuch as agriculture, construction, civil engineering, geospatial, survey and mapping, agriculture, natural resources, utilities, transportation, and government. Our representative customers include construction owners, contractors, engineering and construction firms, surveying companies, farmers and agricultural companies, energy and utility companies, trucking companies, and state, federal, and municipal governments.transportation.

We endeavor to maintain sound governance standards consistent with our executive compensation policies and practices, while also considering market best practices. The People & Compensation Committee evaluates our executive compensation program on a regular basis to ensure that it is consistent with our short-term and long-term goals given the dynamic nature of our business and the market in which we compete for executive talent.

The following summarizes the key features of our executive compensation and related policies and practices:

Our executive compensation program is guided by our overarching philosophy of paying for demonstrable performance. Consistent with this philosophy, we are likely to provide fixed compensation at relatively lower levels and variable compensation at relatively higher levels, in comparison to our peers or other standard measures. We have designed our overall executive compensation program to achieve the following primary objectives:

Following are highlights regarding the governance and compensation of our Named Executive Officers for 2021,2022, including key actions taken by the People & Compensation Committee in light of our overall operating environment and the results described above.