Axon Enterprise, Inc. announced the pricing of an offering of $1.0 billion aggregate principal amount of 0% convertible senior notes due 2031. The notes were issued on September 18, 2026, and the offering includes an over-allotment option granted to the underwriters to purchase an additional $150.0 million in principal amount of notes. If the underwriters fully exercise this option, the total principal amount issued will be $1.15 billion.
The notes are senior, unsecured obligations of Axon and will not bear regular interest. The principal amount of the notes will not accrete. The notes will mature on September 15, 2031, unless earlier converted, redeemed, or repurchased. The initial conversion rate is 1.5336 shares of Axon’s common stock per $1,000 principal amount of notes, which is equivalent to an initial conversion price of approximately $652.06 per share.
Net proceeds from the offering are expected to be approximately $986.0 million, or approximately $1,134.3 million if the over-allotment option is exercised in full, after deducting underwriters' discounts and estimated offering expenses. Axon intends to use $99.9 million of the net proceeds to pay for capped call transactions, with the remainder for general corporate purposes, including providing capital to support growth and acquisitions.
Key terms of the notes include a redemption option for Axon on or after September 20, 2029, if the last reported sale price of the common stock has been at least 130% of the conversion price for a specified period. Additionally, Axon may redeem all notes if the outstanding principal amount is less than 10% of the initial aggregate principal amount. Holders may also require Axon to repurchase notes upon a fundamental change or during a specific period before maturity. The notes are structurally junior to all indebtedness and other liabilities of the Company's subsidiaries.
