Axon prices $1.0 billion of 0% convertible senior notes due 2031

Axon Enterprise, Inc. (Nasdaq: AXON) priced an offering of $1.0 billion aggregate principal amount of 0% convertible senior notes due 2031, according to a press release furnished with a Form 8-K. The company also granted underwriters an option to buy up to an additional $150.0 million of notes to cover over-allotments. Settlement was expected on Sept. 18, 2026, for about $986.0 million of net proceeds—or about $1,134.3 million if the greenshoe is exercised in full—after discounts and estimated expenses.

The notes mature on Sept. 15, 2031, unless earlier converted, redeemed, or repurchased. They are senior, unsecured obligations and do not bear regular interest. The initial conversion rate is 1.5336 shares per $1,000 principal amount, equal to an initial conversion price of about $652.06 per share. Axon may settle conversions in cash, stock, or a combination at its election.

Axon said it intends to use $99.9 million of net proceeds—or about $114.9 million if the greenshoe is exercised in full—to pay for capped call transactions, and the remainder for general corporate purposes, which may include funding growth and acquiring or investing in product lines, products, services, or technologies.

In connection with pricing, Axon entered privately negotiated capped call transactions covering the shares initially underlying the notes. The company said the capped calls are expected generally to reduce potential dilution and/or offset cash payments above principal on conversion, subject to a cap. The initial cap price is $1,049.94, a 137.5% premium to the $442.08 last reported sale price of Axon common stock on Sept. 15, 2026.

By the numbers

• Principal: $1.0 billion (plus up to $150 million greenshoe)
• Coupon: 0%; maturity: Sept. 15, 2031
• Initial conversion price: about $652.06 (1.5336 shares per $1,000)
• Expected net proceeds: about $986.0 million (up to about $1,134.3 million with greenshoe)
• Capped call cost: $99.9 million ($114.9 million with greenshoe); initial cap: $1,049.94

Sources

1. Axon Enterprise, Inc. Form 8-K / Exhibit 99.1, accession 0001193125-26-395997

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