Scottsdale, Ariz. – September 18, 2026 -- Axon Enterprise, Inc. (Nasdaq: AXON) intends to offer $1.0 billion in aggregate principal amount of 0% convertible senior notes due 2031, subject to market conditions, the public safety technology company announced.
Axon adds $150 million over-allotment option for underwriters
Underwriters will have the option to purchase up to an additional $150.0 million in notes to cover over-allotments, exercisable for settlement within an 11-day period beginning on the first issuance date. Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC, J.P. Morgan Securities LLC, RBC Capital Markets, LLC and Citigroup Global Markets Inc. are serving as joint lead book-running managers.
Notes carry no regular interest and mature September 15, 2031
The notes will be senior, unsecured obligations of Axon that do not bear regular interest and will not accrete in principal. Noteholders may convert their notes into cash, shares of Axon common stock, or a combination of both, at Axon's election, with the conversion rate to be set at pricing.
Company will use proceeds to fund capped call transactions and growth capital
Axon plans to allocate a portion of net proceeds to pay for capped call transactions designed to reduce potential dilution from note conversions and offset excess cash payments above principal. Remaining proceeds are earmarked for general corporate purposes, including capital to support growth and potential acquisitions of, or investments in, other businesses, products, services or technologies.
Redemption terms trigger starting September 20, 2029
Beginning September 20, 2029, and until 31 trading days before maturity, Axon may redeem the notes for cash if its stock price reaches at least 130% of the conversion price for 20 of any 30 consecutive trading days. A cleanup redemption provision allows full redemption if outstanding principal falls below 10% of the notes originally issued.
Holders gain repurchase right on March 20, 2031
Subject to certain conditions, noteholders may require Axon to repurchase their notes on March 20, 2031, at a price equal to the principal amount plus any accrued special interest. Axon may satisfy this obligation partly through issuance of common stock, up to a specified maximum, with any remainder paid in cash.
The offering is being conducted under an effective shelf registration statement filed with the U.S. Securities and Exchange Commission, with a preliminary prospectus supplement available on the SEC's website.