Scottsdale, Ariz. – September 18, 2026 -- Axon Enterprise Inc. (Nasdaq: AXON) has priced $1.0 billion in aggregate principal amount of 0% convertible senior notes due 2031, with underwriters holding an option to purchase up to an additional $150.0 million to cover over-allotments.
Axon expects to net $986.0 million from the offering, or $1,134.3 million if the over-allotment is fully exercised
The sale to underwriters is expected to settle on September 18, 2026, subject to customary closing conditions. The public safety technology maker will direct $99.9 million of net proceeds, or $114.9 million with the over-allotment, toward capped call transactions, with the remainder earmarked for general corporate purposes including potential acquisitions of, or investments in, other businesses.
Notes carry no regular interest and convert at approximately $652.06 per share
The notes mature September 15, 2031, and carry an initial conversion rate of 1.5336 shares per $1,000 principal amount. Noteholders may convert prior to June 15, 2031 only under specified conditions, and freely thereafter until close of business two trading days before maturity. Axon may redeem the notes for cash starting September 20, 2029, if its stock trades at least 130% above the conversion price for 20 of 30 consecutive trading days. Holders separately gain a repurchase option on March 20, 2031.
Capped call transactions set a $1,049.94 strike price, a 137.5% premium over Axon's last close
Axon entered privately negotiated capped call transactions with underwriters and other financial institutions to limit dilution from any note conversion and offset potential cash payments above the notes' principal. The cap price represents a 137.5% premium over Axon's last reported sale price of $442.08 per share on Nasdaq on September 15, 2026. If the over-allotment option is exercised, Axon expects to enter additional capped call transactions with the same counterparties.
Five banks lead the bookrunning syndicate alongside four co-managers
Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC, J.P. Morgan Securities LLC, RBC Capital Markets, LLC and Citigroup Global Markets Inc. are acting as joint lead book-running managers. Citizens JMP Securities, LLC, Needham & Company, LLC, Piper Sandler & Co. and Baird are serving as co-managers for the offering.
Axon disclosed that option counterparties hedging the capped call positions may engage in derivative transactions and open-market share purchases around the notes' pricing, activity that could affect the market price of Axon's common stock or the notes themselves during the life of the instrument.