Axon Enterprise, Inc. (NASDAQ: AXON) completed the sale of $1.15 billion in aggregate principal amount of 0% Convertible Senior Notes due 2031, according to a regulatory filing. The offering closed September 18, 2026, and includes $150 million from underwriters' full exercise of an over-allotment option.

The notes carry no regular interest and mature on September 15, 2031. The initial conversion rate is set at 1.5336 shares of common stock per $1,000 principal amount, equivalent to a conversion price of approximately $652.06 per share.

Axon intends to use approximately $114.9 million of the net proceeds to fund capped call transactions entered into concurrently with the offering. The capped call transactions carry an initial cap price of $1,049.94 per share, representing a 137.5% premium over the company's closing stock price of $442.08 on September 15, 2026. The remaining proceeds are designated for general corporate purposes, which may include acquisitions or investments in businesses, products, or technologies.

The notes were issued under an indenture with U.S. Bank Trust Company, National Association, as trustee. They are general unsecured obligations and rank equally with the company's other unsecured, unsubordinated liabilities.

Holders may convert the notes under specific conditions prior to June 15, 2031, and freely on or after that date through maturity. Settlement upon conversion may be in cash, common stock, or a combination, at the company's discretion.

Axon may redeem the notes for cash on or after September 20, 2029, if its stock price reaches at least 130% of the conversion price for 20 trading days within a 30-consecutive-trading-day period. A credit agreement amendment with JPMorgan Chase Bank, N.A. as administrative agent became effective upon the closing of the offering.