Axon Enterprise Plans $1 Billion Convertible Note Offering

SCOTTSDALE, Ariz., Sept. 15, 2026 /CourierPR/ -- Axon Enterprise, Inc., the global leader in public safety technology, has announced plans to issue $1 billion in 0% convertible senior notes due in 2031. The offering, which is subject to market and other conditions, is expected to be registered under the Securities Act of 1933.

According to the press release, Axon also anticipates that the underwriters of the notes may be granted an option to purchase an additional $150 million in notes to cover any over-allotments. The underwriters for the offering include Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC, J.P. Morgan Securities LLC, RBC Capital Markets, LLC, and Citigroup Global Markets Inc.

Axon intends to use a portion of the net proceeds from the offering to fund the cost of capped call transactions. The remaining net proceeds will be used for general corporate purposes, including supporting the company's growth and potentially acquiring or investing in product lines, products, services, or technologies through acquisitions or investments in other businesses.

The notes will mature on September 15, 2031, unless earlier converted, redeemed, or repurchased. The notes will be senior, unsecured obligations of Axon and will not bear regular interest. The principal amount of the notes will not accrete.

Noteholders will have the right to convert their notes in certain circumstances and during specified periods. Upon conversion, Axon will pay or deliver, as the case may be, cash, shares of Axon's common stock, or a combination of both, at its election. The initial conversion rate and other terms of the notes are to be determined at the time of pricing.

If Axon undergoes certain corporate events that constitute a "fundamental change," then, subject to certain conditions and limited exceptions, holders may require Axon to repurchase for cash all or any portion of their notes at a fundamental change repurchase price equal to 100% of the principal amount of the notes to be repurchased, plus accrued and unpaid special interest, if any, to, but excluding, the fundamental change repurchase date.

In addition, subject to certain conditions, noteholders may require Axon to repurchase their notes on March 20, 2031, at a repurchase price equal to the principal amount of the notes to be repurchased, plus accrued and unpaid special interest, if any. Axon may elect to satisfy all or a portion of its obligation with respect to the principal amount of the repurchase price for the holder repurchase option by issuing or delivering shares of Axon's common stock in certain circumstances, up to a specified maximum number of shares, with the remainder (if any) of the repurchase price payable in cash.

Axon has also announced that it expects to enter into privately negotiated capped call transactions with one or more of the underwriters and/or their respective affiliates and/or other financial institutions. These transactions are expected to reduce the potential dilution to Axon's common stock upon any conversion of the notes and/or offset any potential cash payments Axon is required to make in excess of the principal amount of converted notes, as the case may be. The cap price of the capped call transactions and the premium payable will be determined at the time of pricing of the offering.

The company has noted that, in connection with establishing their initial hedges of the capped call transactions, the option counterparties or their respective affiliates expect to enter into cash-settled over-the-counter derivative transactions with respect to Axon's common stock concurrently with, or shortly after, the pricing of the notes. This activity could increase (or reduce the size of any decrease in) the market price of Axon's common stock or the notes at that time. The company also stated that the option counterparties or their respective affiliates may modify their hedge positions by entering into or unwinding various derivatives with respect to Axon's common stock and/or purchasing or selling shares of Axon's common stock or other securities issued by Axon in secondary market transactions following the pricing of the notes and prior to the maturity of the notes.

Axon Enterprise, Inc., founded in 1993, is the global leader in public safety technology, relentlessly innovating to protect more lives in more places. The company serves everyone who takes on the responsibility of public safety, enterprise security, and national security, from first responders and governments to companies, frontline workers, and communities.