$AXON · AXON ENTERPRISE, INC.
Axon Enterprise filed an 8-K reporting the closing of its $1.15 billion 0% Convertible Senior Notes due 2031 offering on September 18, 2026, including the full exercise of the $150 million underwriter over-allotment option. The Notes carry zero regular interest, mature September 15, 2031, and convert at an initial rate of 1.5336 shares per $1,000 principal (~$652.06/share, a ~47.5% premium to the $442.08 pricing reference). Concurrently, Axon entered into capped call transactions costing ~$114.9 million with a cap price of $1,049.94 per share to mitigate dilution upon conversion.
- $1.15B aggregate principal of 0% Convertible Senior Notes due 2031 issued, including full $150M over-allotment exercise.
- Initial conversion price of ~$652.06 per share, a 47.5% premium over the $442.08 last reported sale price at pricing.
- Notes carry 0% regular interest and no principal accretion; special interest of 0.25%-0.50% applies only as a reporting-default remedy.
- Company spent ~$114.9M on capped call transactions with a cap price of $1,049.94 (137.5% premium) to reduce dilution.
- Net proceeds after capped call cost to be used for general corporate purposes including acquisitions and investments.
Extended-hours last trade at $449.78, up 0.45% from the regular close of $447.76, suggesting a modestly positive initial reception to the convertible note pricing. The 0% coupon and high conversion premium signal strong demand for Axon paper.
A $1.15B zero-coupon convertible at a 47.5% premium reflects extraordinary capital-markets access and signals management's confidence in sustained share-price appreciation.
Axon joins a wave of growth companies issuing 0% convertible notes in 2026 to raise capital at minimal cost, using capped calls to manage dilution — a structure popularized in the tech sector when equity valuations are elevated.
The Notes are structurally junior to all subsidiary liabilities and effectively junior to secured debt. A cross-default trigger exists at $125M of other indebtedness. The company has no financial or operating covenants under the Indenture, but events of default include failure to deliver shares upon
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