Axon prices $1 billion in 0% convertible notes due 2031

Axon Enterprise (Nasdaq: AXON) has priced a $1.0 billion offering of 0% convertible senior notes due September 15, 2031, according to a company statement. The notes carry no regular interest and the principal amount will not accrete.

The company also granted underwriters an option to purchase up to an additional $150.0 million in notes to cover over-allotments, exercisable within an 11-day period beginning on the first issuance date. The offering is expected to settle on September 18, 2026, generating approximately $986.0 million in net proceeds, or approximately $1.13 billion if the over-allotment option is exercised in full, after deducting underwriter discounts and estimated offering expenses.

The notes carry an initial conversion price of approximately $652.06 per share, based on a conversion rate of 1.5336 shares per $1,000 principal amount. Axon may redeem the notes on or after September 20, 2029, subject to certain stock price conditions.

Axon plans to use approximately $99.9 million of net proceeds to fund capped call transactions, with the remainder allocated to general corporate purposes, which may include acquisitions or investments in products, services, or technologies. The capped call transactions carry a cap price of $1,049.94 per share, representing a 137.5% premium over Axon's closing stock price of $442.08 on September 15, 2026, on the Nasdaq.

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 co-managers.

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