CRISPR Therapeutics Prices Upsized Convertible Senior Notes Offering

CRISPR Therapeutics (Nasdaq: CRSP) priced an upsized private offering of $550 million aggregate principal amount of 2031 convertible senior notes, plus a $50 million initial purchaser option.

Rhea-AI Summary

CRISPR Therapeutics (Nasdaq: CRSP) priced an upsized private offering of $550 million aggregate principal amount of 2031 convertible senior notes, plus a $50 million initial purchaser option. Closing is expected on March 16, 2026.

The notes bear an effective coupon increased to 1.7308% to offset anticipated Swiss withholding, mature on March 1, 2031, and convert at 13.0617 shares per $1,000 (initial conversion price ~$76.56, ~45% premium to the March 10, 2026 share price). Estimated net proceeds are ~$536.3 million (or ~$585.2 million if option exercised).

Positive

• Estimated net proceeds of $536.3 million (or $585.2 million if option exercised)
• Initial conversion price of approximately $76.56 represents a ~45% premium to recent share price
• Effective coupon of 1.7308% reduces cash interest burden relative to typical unsecured debt

Negative

• Notes are senior, unsecured obligations, increasing funded debt without secured collateral
• Swiss withholding required 35% adjustment, prompting coupon increase to 1.7308%
• Conversion will issue common shares at 13.0617 shares per $1,000, creating potential shareholder dilution if converted

Argus Mar 11 session

-5.44% close to close Open Argus

Details

News Market Reaction – CRSP

On Mar 11, the day this news came out, CRSP closed 5.44% below the previous close.

Data tracked by StockTitan Argus for the Mar 11 session.

Key Figures

Notes principal: $550 million Upsize option: $50 million Prior offering size: $350 million +5 more

Notes principal

$550 million

Aggregate principal amount of 2031 convertible senior notes

Upsize option

$50 million

Additional notes purchasable by initial purchasers

Prior offering size

$350 million

Previously announced aggregate principal amount of notes

Effective coupon

1.125%

Initial investor-agreed coupon before Swiss tax adjustment

Adjusted coupon

1.7308%

Coupon after 0.6058% increase for Swiss withholding

Net proceeds

$536.3 million

Estimated net from offering excluding full option exercise

Conversion rate

13.0617 shares per $1,000

Initial conversion rate into common shares

Conversion premium

45%

Premium over last reported price of $52.80 at $76.56 conversion price

Previous Offering Reports

1 past event · Latest: Mar 10

Same Type 1 event

1. Mar 10

   Convertible notes announcement

   24h Move

   -10.2%

   Proposed $350M 2031 convertible notes with additional $52.5M option.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

convertible senior notes, Rule 144A, conversion rate, optional redemption, +2 more

6 terms

convertible senior notes financial

"announced the pricing of $550 million aggregate principal amount of its convertible senior notes due 2031"

Convertible senior notes are a type of loan that a company issues to investors, which can be turned into company shares later on. They are called "senior" because they are paid back before other debts if the company runs into trouble. This allows investors to earn interest like a loan but also have the chance to own part of the company if its value rises.

Rule 144A regulatory

"buyers pursuant to Rule 144A under the Securities Act of 1933, as amended"

Rule 144A is a regulation that makes it easier for companies to sell private bonds to large investors without going through all the usual rules that apply to public sales. It matters because it helps companies raise money more quickly and privately, often attracting big investors looking for special deals.

conversion rate financial

"equal to the conversion rate. The conversion rate will initially be 13.0617 common shares"

Conversion rate is the proportion of items, people or contracts that take a desired action out of the total possible — for example the share of website visitors who make a purchase, or the number of convertible bonds that are exchanged for shares. Investors care because it measures how effectively a business or financial instrument turns opportunity into real outcomes, like sales or share issuance, which directly affects revenue, cash flow and ownership dilution.

optional redemption financial

"date on which the Company provides notice of optional redemption at a redemption price"

Optional redemption is the issuer’s right to pay back a bond or preferred security before its scheduled maturity date. Investors care because this can cut short expected interest or dividend payments and force them to reinvest the returned principal, often at lower rates; think of it like a homeowner paying off a loan early — the lender gets cash back sooner but loses the steady future income originally expected. Issuers may offer a small premium to compensate investors, which affects the security’s price and yield.

sinking fund financial

"No sinking fund is provided for the notes."

A sinking fund is a dedicated pool of cash a company sets aside over time to repay a specific debt, replace an expensive asset, or meet a known future obligation. It matters to investors because it reduces the chance of a surprise default or emergency sale—think of it as a labeled savings jar that keeps a company prepared for a big bill—so it can improve creditworthiness and influence bond prices and payout flexibility.

fundamental change regulatory

"If the Company undergoes a “fundamental change” (as defined in the indenture that will govern the notes)"

A fundamental change is a major shift in how a company or economy operates, like a new technology or a big change in leadership. It matters because such changes can affect the value or stability of investments, making them more or less attractive. Think of it like a major upgrade or shift in the rules of a game that can change the outcome.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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ZUG, Switzerland and BOSTON, March 11, 2026 (GLOBE NEWSWIRE) -- CRISPR Therapeutics AG (Nasdaq: CRSP) (the “Company”) today announced the pricing of $550 million aggregate principal amount of its convertible senior notes due 2031 (the “notes”) in a private offering (the “offering”) to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). The Company also granted the initial purchasers of the notes an option to purchase, for settlement within a period of 13 days from, and including, the date the notes are first issued, up to an additional $50 million aggregate principal amount of the notes. The sale of the notes is expected to close on March 16, 2026, subject to the satisfaction of customary closing conditions. The offering was upsized from the previously announced offering of $350 million aggregate principal amount of notes.

The notes will be senior, unsecured obligations of the Company. The investors in the notes agreed to an effective coupon of 1.125%. Because of anticipated 35% withholding on interest payments on the notes under Swiss tax law, the Company agreed to increase the coupon by 0.6058% to 1.7308% to effectively eliminate the impact of such anticipated withholding on any noteholders who are not eligible to receive a refund. Interest will be payable semiannually in arrears on March 1 and September 1 of each year, beginning on September 1, 2026. The notes will mature on March 1, 2031, unless earlier converted, redeemed or repurchased.

Holders may convert all or any portion of their notes at their option at any time prior to the close of business on the business day immediately preceding the maturity date, other than during a “conversion freeze period” (as defined in the indenture that will govern the notes). Upon conversion, the Company will deliver for each $1,000 principal amount of converted notes a number of its common shares, nominal value CHF 0.03 per share (“common shares”), equal to the conversion rate.

The conversion rate will initially be 13.0617 common shares per $1,000 principal amount of notes (equivalent to an initial conversion price of approximately $76.56 per common share). The initial conversion price represents a premium of approximately 45% above the last reported sale price of $52.80 per common share on the Nasdaq Global Market on March 10, 2026. The conversion rate will be subject to adjustment in some events but will not be adjusted for any accrued and unpaid interest. In addition, if certain corporate events occur or are anticipated to occur prior to the maturity date or if the Company delivers a notice of optional redemption, the Company will, in certain circumstances, increase the conversion rate for a holder who elects to convert its notes in connection with such a corporate event or convert its notes called (or deemed called) for redemption in connection with such notice of optional redemption, as the case may be.

The Company may not redeem the notes prior to March 6, 2029. The Company may redeem for cash all or any portion of the notes (subject to certain limitations), at its option, on an optional redemption date occurring on or after March 6, 2029 if the last reported sale price of the common shares has been at least 130% of the conversion price for the notes then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which the Company provides notice of optional redemption at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest to, but excluding, the optional redemption date. No sinking fund is provided for the notes.

If the Company undergoes a “fundamental change” (as defined in the indenture that will govern the notes), then, subject to certain conditions and limited exceptions, holders may require the Company 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 interest to, but excluding, the fundamental change repurchase date.

The Company estimates that the net proceeds from the offering will be approximately $536.3 million (or approximately $585.2 million if the initial purchasers exercise their option to purchase additional notes in full), after deducting the initial purchasers’ discounts and commissions and estimated offering expenses payable by the Company. The Company intends to use the net proceeds from the offering for general corporate purposes.

The offer and sale of the notes and the common shares deliverable upon conversion of the notes have not been, and will not be, registered under the Securities Act or any other securities laws, and the notes and such shares cannot be offered or sold except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and any other applicable securities laws. This press release does not constitute an offer to sell, or the solicitation of an offer to buy, the notes or the common shares deliverable upon conversion of the notes, nor will there be any sale of the notes or such shares, in any state or other jurisdiction in which such offer, sale or solicitation would be unlawful.

About CRISPR Therapeutics

Founded over a decade ago, CRISPR Therapeutics is a leading biopharmaceutical company focused on developing transformative gene-based medicines for serious human diseases. The Company has evolved from a pioneering research-stage organization into an industry leader, marking a historic milestone with the approval of CASGEVY^® (exagamglogene autotemcel [exa-cel]), the world’s first CRISPR-based therapy, approved for eligible patients with sickle cell disease and transfusion-dependent beta thalassemia. CRISPR Therapeutics is advancing a broad and diversified pipeline across hemoglobinopathies, cardiovascular, autoimmune, oncology, regenerative medicine and rare diseases. The Company continues to expand its leadership in gene editing through the development of SyNTase™ editing, a novel and proprietary gene-editing platform designed to enable precise, efficient, and scalable gene correction. To accelerate and expand its impact, CRISPR Therapeutics has established strategic collaborations with leading biopharmaceutical partners, including Vertex Pharmaceuticals. CRISPR Therapeutics AG is headquartered in Zug, Switzerland, with its wholly-owned U.S. subsidiary, CRISPR Therapeutics, Inc., and R&D operations based in Boston, Massachusetts and San Francisco, California.

CRISPR THERAPEUTICS^® standard character mark and design logo and SyNTase™ are trademarks and registered trademarks of CRISPR Therapeutics AG. CASGEVY^® and the CASGEVY logo are registered trademarks of Vertex Pharmaceuticals Incorporated. All other trademarks and registered trademarks are the property of their respective owners.

Forward-Looking Statements

Statements contained in this press release regarding matters that are not historical facts are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Because such statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. Such statements include, but are not limited to, the timing and closing of the offering and the expected use of the proceeds from the sale of the notes. Risks that contribute to the uncertain nature of the forward-looking statements include, without limitation, risks related to or associated with satisfaction of customary closing conditions of the offering, market conditions or other reasons, and the other risks and uncertainties discussed under the heading “Risk Factors” in the Company’s most recent annual report on Form 10-K and in any other subsequent filings made by CRISPR Therapeutics with the U.S. Securities and Exchange Commission. Existing and prospective investors are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date they are made. The Company disclaims any obligation or undertaking to update or revise any forward-looking statements contained in this press release, other than to the extent required by law.

Investor Contact:
+1-617-307-7503
ir@crisprtx.com

Media Contact:
+1-617-315-4493
media@crisprtx.com

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did CRSP announce about the $550 million convertible notes offering on March 11, 2026?

CRSP priced a private offering of $550 million aggregate principal amount of convertible senior notes due 2031. According to the company, the offering was upsized from $350 million and includes a $50 million option for initial purchasers, with expected closing March 16, 2026.

What is the conversion rate and initial conversion price for CRSP's 2031 notes (CRSP)?

The notes convert at 13.0617 common shares per $1,000, equal to an initial conversion price of about $76.56 per share. According to the company, that conversion price is roughly a 45% premium to the March 10, 2026 last reported sale price.

How much net proceeds will CRSP receive from the convertible notes offering and how will proceeds be used?

CRSP estimates net proceeds of approximately $536.3 million, or about $585.2 million if the option is exercised in full. According to the company, net proceeds are intended for general corporate purposes.

Why did CRSP increase the coupon to 1.7308% for the convertible notes (CRSP)?

CRSP increased the effective coupon to 1.7308% to offset an anticipated 35% Swiss withholding on interest payments. According to the company, the increase effectively removes withholding impact for holders not eligible for a refund.

When can CRSP redeem the convertible notes and what are the redemption conditions for investors?

CRSP may not redeem before March 6, 2029; optional redemption is permitted thereafter if the share price meets a specified threshold. According to the company, redemption requires the common share price to be at least 130% of the then‑effective conversion price for a prescribed trading-day period.