Halozyme Therapeutics, Inc. Announces Pricing of Upsized Private Offering of $1.3 Billion of Convertible Senior Notes due 2033

Halozyme raises $1.3 billion in low-coupon convertible notes, partly to refinance existing converts and fund capped call hedges.

Rhea-AI Summary

Halozyme Therapeutics (HALO) priced an upsized private offering of $1.3 billion aggregate principal amount of 1.50% convertible senior notes due 2033 on September 17, 2026.

The notes, offered to qualified institutional buyers under Rule 144A, carry semi-annual interest and mature on October 1, 2033. They are initially convertible at 7.1509 shares per $1,000, implying a conversion price of about $139.84, a 27.5% premium to the $109.68 closing share price. Halozyme granted a 13‑day option for up to an additional $200 million of notes and expects net proceeds of about $1.275 billion (or $1.471 billion if the option is fully exercised).

The company plans to spend approximately $162.5 million on capped call transactions with a cap price of about $208.39 and to use part of the proceeds to repurchase outstanding 2027 and 2028 convertible notes, with the remainder for general corporate purposes and potential future note repurchases.

Positive

• Upsized offering increased to $1.3 billion from $1.05 billion, indicating strong demand
• Low 1.50% coupon locks in relatively inexpensive long-term financing to 2033
• Conversion premium ~27.5% above $109.68 share price limits dilution at current levels
• Net proceeds ~$1.275 billion provide substantial funding flexibility
• Repurchase of $371.7 million principal of 2027 and 2028 notes simplifies and extends the debt profile
• Capped call with $208.39 cap is expected to reduce dilution and potential cash outlay upon conversion

Negative

• $1.3 billion of new senior unsecured debt increases leverage until converted or repaid
• Approximately $162.5 million of proceeds used for capped call reduces cash available for operations or investment
• Repurchase cost of about $652.5 million for 2027 and 2028 notes uses a large portion of proceeds
• Potential dilution to equity holders if the share price exceeds the $139.84 conversion price and notes are converted
• Market impact risk from note repurchases and hedging/derivative transactions around the stock and notes

News Explained

Halozyme has priced—not closed—the $1.3 billion convertible-note offering: closing is expected on September 22, 2026, subject to conditions, and the notes can later be settled in cash or, at the company’s election, shares, so no conversion-related ownership change occurs at pricing.

Market Context

The Nov 6, 2025 comparable convertible-notes pricing had a -0.22% 24-hour reaction; that prior finan...

Analysis

The Nov 6, 2025 comparable convertible-notes pricing had a -0.22% 24-hour reaction; that prior financing record provides relevant context for the current offering, while HALO was +2.06% pre-publication.

Key Figures

Offering Size: $1.3 billion Interest Rate: 1.50% Additional Notes Option: Up to $200 million +5 more

Offering Size

$1.3 billion

Convertible senior notes due 2033; increased from $1.05 billion

Interest Rate

1.50%

Annual rate payable semi-annually

Additional Notes Option

Up to $200 million

13-day option for initial purchasers

Initial Conversion Price

Approximately $139.84 per share

Convertible notes due 2033

Conversion Premium

Approximately 27.5%

Above the September 17, 2026 closing price

Net Proceeds

Approximately $1.275 billion, or $1.471 billion if the option is fully exercised

After discounts, commissions, and estimated offering expenses

Capped Call Cost

Approximately $162.5 million

Expected use of offering proceeds

Existing Note Repurchase Costs

Approximately $217.0 million and $435.5 million

Repurchase costs for 2027 Notes and 2028 Notes, respectively

Previous Private placement,offering Reports

1 past event · Latest: Nov 06

Same Type 1 event

1. Nov 06

   Convertible notes offering

   24h Move

   -0.2%

   Prior convertible-note pricing included capped calls, note repurchases, and general-purpose proceeds.

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, qualified institutional buyers, rule 144a, capped call transactions, +1 more

5 terms

convertible senior notes financial

"1.50% convertible senior notes due 2033"

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.

qualified institutional buyers financial

"persons reasonably believed to be "qualified institutional buyers""

Qualified institutional buyers are large organizations, like big investment firms or banks, that are allowed to buy certain types of investment opportunities not available to everyday investors. Their size and experience matter because it ensures they understand and can handle complex financial deals, making markets more efficient and secure.

rule 144a regulatory

"pursuant to Rule 144A under the Securities Act"

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.

capped call transactions financial

"entered into privately negotiated capped call transactions"

Capped call transactions are agreements where investors buy options that give them the chance to benefit if a stock's price goes up, but with a limit on how much they can gain. This helps protect them from paying too much if the stock's price rises a lot, similar to having a maximum limit on a reward. They matter because they help investors manage risk while still allowing some upside potential.

senior, unsecured obligations financial

"will be senior, unsecured obligations of the Company"

Senior, unsecured obligations are loans or bonds that a company promises to repay before lower-ranked (subordinated) creditors but without specific collateral backing them. They matter to investors because they combine relatively higher priority in a company’s payment order with greater risk than secured debt, so they typically offer higher yields and influence how much money investors could recover if the company runs into financial trouble.

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

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SAN DIEGO, Sept. 17, 2026 /PRNewswire/ -- Halozyme Therapeutics, Inc. (Nasdaq: HALO) ("Halozyme" or the "Company"), today announced the pricing of $1.3 billion aggregate principal amount of 1.50% convertible senior notes due 2033 (the "Convertible Notes"). The offering size was increased from the previously announced offering size of $1.05 billion aggregate principal amount of notes. The Company also granted a 13-day option to the initial purchasers to purchase up to an additional $200 million aggregate principal amount of the Convertible Notes. The Convertible Notes are being offered and sold only 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 Convertible Notes will be senior, unsecured obligations of the Company and will accrue interest payable semi-annually in arrears at an annual rate of 1.50%. The Convertible Notes have an initial conversion rate of 7.1509 shares of the Company's common stock per $1,000 principal amount of Convertible Notes (which is equivalent to an initial conversion price of approximately $139.84 per share of the Company's common stock, representing an initial conversion premium of approximately 27.5% above the closing price of $109.68 per share of the Company's common stock on September 17, 2026). The conversion rate for the Convertible Notes is subject to adjustment in some events but will not be adjusted for any accrued and unpaid interest. Holders of the Convertible Notes will have the right to require the Company to repurchase all or a portion of their Convertible Notes upon the occurrence of a fundamental change (as defined in the indenture governing the Convertible Notes) at a cash repurchase price of 100% of their principal amount plus accrued and unpaid interest. The Convertible Notes will mature on October 1, 2033, unless earlier redeemed, repurchased or converted in accordance with their respective terms prior to such date. Prior to the close of business on the business day immediately preceding April 1, 2033, the Convertible Notes will be convertible only upon the satisfaction of certain conditions and during certain periods, and on and after April 1, 2033, at any time prior to the close of business on the second scheduled trading day immediately preceding the maturity date of the Convertible Notes, the Convertible Notes will be convertible regardless of these conditions. The Company will settle conversions in cash and, if applicable, shares of the Company's common stock, at the Company's election. The Company expects to close the offering on September 22, 2026, subject to the satisfaction of various customary closing conditions.

In connection with the pricing of the Convertible Notes, the Company entered into privately negotiated capped call transactions relating to the Convertible Notes with one or more financial institutions, which may include one or more of the initial purchasers of the Convertible Notes and/or their respective affiliates (collectively, the "Capped Call Counterparties"). The capped call transactions relating to the Convertible Notes initially cover, subject to customary adjustments, the number of shares of the Company's common stock that will initially underlie the Convertible Notes. The cap price of the capped call transactions relating to the Convertible Notes is initially approximately $208.39 per share of the Company's common stock, representing a premium of approximately 90.0% above the last reported sale price of $109.68 per share of the Company's common stock on September 17, 2026, and is subject to certain adjustments under the terms of the capped call transactions. If the initial purchasers exercise their option to purchase additional notes, the Company may enter into additional capped call transactions with the Capped Call Counterparties.

The Company will receive net proceeds from the offering of approximately $1.275 billion (or approximately $1.471 billion if the initial purchasers exercise their option to purchase additional Convertible Notes in full), after deducting the initial purchasers' discounts and commissions and the Company's estimated offering expenses. The Company expects to use approximately $162.5 million of the net proceeds of the offering to fund the cost of entering into the capped call transactions. The Company also expects to use a portion of the net proceeds of the offering to repurchase for cash approximately $151.7 million aggregate principal amount of its outstanding 0.25% convertible senior notes due 2027 (the "2027 Notes") and $220.0 million aggregate principal amount of its outstanding 1.00% convertible senior notes due 2028 (the "2028 Notes" and, together with the 2027 Notes, the "Existing Convertible Notes") for a total repurchase cost (including accrued and unpaid interest) of approximately $217.0 million of the 2027 Notes and a total repurchase cost (including accrued and unpaid interest) of approximately $435.5 million of the 2028 Notes, in each case concurrently with the pricing of the offering in privately negotiated transactions effected through one of the initial purchasers of the Notes or its affiliate, as the Company's agent (the "Note Repurchases").

The Company intends to use the remainder of the net proceeds from the offering for general corporate purposes, including working capital, capital expenditures, potential acquisitions and strategic transactions, and, potentially, future note repurchases including repurchases of the Existing Convertible Notes from time to time following the offering or for the repayment of the Notes at maturity or upon early optional redemption at the Company's discretion. If the initial purchasers exercise their option to purchase additional notes, the Company intends to use a portion of the net proceeds from the sale of additional notes to fund the cost of entering into additional capped call transactions.

The Note Repurchases could increase (or reduce the size of any decrease in) the market price of the Company's common stock or the Convertible Notes. The Company also expects that some existing noteholders may purchase or sell shares of the Company's common stock in the market to hedge their exposure in connection with these transactions. The Note Repurchases and any associated hedging by holders could have affected or affect the market price of the Company's common stock prior to, concurrently with or shortly after the pricing of the Convertible Notes, and could have also resulted in a higher effective conversion price for the Convertible Notes.

The capped call transactions relating to the Convertible Notes are generally expected to reduce the potential dilution to the Company's common stock upon conversion of the Convertible Notes and/or offset the amount of any potential cash payments the Company may be required to make in excess of the principal amount of converted Convertible Notes, as the case may be, in the event that the market price per share of the Company's common stock, as measured under the terms of the capped call transactions, is greater than the strike price of the capped call transactions, which initially corresponds to the conversion price of the Convertible Notes and is subject to anti-dilution adjustments substantially similar to those applicable to the conversion rate of the Convertible Notes. If, however, the market price per share of the Company's common stock, as measured under the terms of the capped call transactions, exceeds the cap price of the capped call transactions, there would nevertheless be dilution and/or there would not be an offset of such potential cash payments, in each case, to the extent that such market price exceeds the cap price of the capped call transactions.

The Company has been advised that, in connection with establishing their initial hedges of the capped call transactions, the Capped Call Counterparties or their respective affiliates expect to enter into various derivative transactions with respect to the Company's common stock and/or purchase shares of the Company's common stock concurrently with or shortly after the pricing of the Convertible Notes. This activity could increase (or reduce the size of any decrease in) the market price of the Company's common stock or the Convertible Notes at that time.

In addition, the Company has been advised that the Capped Call Counterparties or their respective affiliates may modify their hedge positions by entering into or unwinding various derivatives with respect to the Company's common stock and/or purchasing or selling the Company's common stock or other securities of the Company in secondary market transactions following the pricing of the Convertible Notes and from time to time prior to the maturity of the Convertible Notes (and (x) are likely to do so during any observation period related to a conversion of the Convertible Notes, following any redemption of the Convertible Notes by the Company, or following any repurchase of the Convertible Notes by the Company in connection with any fundamental change and (y) are likely to do so following any repurchase of Convertible Notes by the Company other than in connection with any such redemption or any fundamental change if the Company elects to unwind a corresponding portion of the capped call transactions in connection with such repurchase). This activity could also cause or avoid an increase or decrease in the market price of the Company's common stock or the Convertible Notes, which could affect a holder's ability to convert its Convertible Notes and, to the extent the activity occurs during any observation period related to a conversion of the Convertible Notes, it could affect the number of shares of the Company's common stock and value of the consideration that a holder will receive upon conversion of its Convertible Notes.

This press release is neither an offer to sell nor a solicitation of an offer to buy the Convertible Notes or the shares of the Company's common stock issuable upon conversion of the Convertible Notes, if any, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction. Any offer of these securities will be made only by means of a private offering memorandum.

The offer and sale of the Convertible Notes and the shares of the Company's common stock issuable upon conversion of the Convertible Notes, if any, have not been registered under the Securities Act, or the securities laws of any other jurisdiction, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

Forward-looking Statements

This press release contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, provisions of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended, regarding the planned offering. Words such as "anticipates," "estimates," "expects," "projects," "forecasts," "intends," "plans," "will," "believes" and words and terms of similar substance used in connection with any discussion identify forward-looking statements. These forward-looking statements are based on management's current expectations and beliefs about future events and are inherently susceptible to uncertainty and changes in circumstances. Except as required by law, the Company is under no obligation to, and expressly disclaims any obligation to, update or alter any forward-looking statements whether as a result of such changes, new information, subsequent events or otherwise. With respect to the planned offering, such uncertainties and circumstances include whether the Company will consummate the offering and the use of the net proceeds from the offering. Various factors could also adversely affect the Company's operations, business or financial results in the future and cause the Company's actual results to differ materially from those contained in the forward-looking statements, including those factors discussed in detail in the "Risk Factors" sections contained in the Company's Annual Report on Form 10-K for the year ended December 31, 2025 and the Company's Quarterly Reports on Form 10-Q for the quarters ended March 31, 2026 and June 30, 2026, which are filed with the Securities and Exchange Commission.

About Halozyme

Halozyme is a biopharmaceutical company advancing disruptive solutions to improve patient experiences and outcomes for emerging and established therapies. As the innovators of ENHANZE® drug delivery technology with the proprietary enzyme rHuPH20, Halozyme's commercially-validated solution is used to facilitate the subcutaneous delivery of injected drugs and fluids, with the goal of reducing treatment burden and improving convenience. ENHANZE® has touched more than one million patient lives through ten commercialized products across over 100 global markets, and is licensed to leading pharmaceutical and biotechnology companies including Roche, Takeda, Pfizer, Janssen, AbbVie, Eli Lilly, Bristol Myers Squibb, argenx, ViiV Healthcare, Chugai Pharmaceutical, Acumen Pharmaceuticals, Merus N.V., GSK and Incyte.

Halozyme expanded its drug delivery technology portfolio to develop partner products using Hypercon™ and Surf Bio's hyperconcentration technology. Hypercon™ is a microparticle technology with the potential to set a new standard in hyperconcentration of drugs and biologics by reducing injection volume for the same dosage and enabling administration in at-home and healthcare-provider settings. The addition of Surf Bio's polymer-based hyperconcentration technology may further broaden the range of biologics that can be delivered subcutaneously. Together, we believe Hypercon™ and Surf Bio's technology complement ENHANZE® by enabling creation and delivery of highly concentrated biologics. The Hypercon™ technology has been licensed to leading biopharmaceutical partners, including Janssen, Eli Lilly, argenx, Vertex Pharmaceuticals, and Oruka Therapeutics.

Halozyme also develops, manufactures and commercializes drug-device combination products using advanced auto-injector technologies designed to improve convenience, reliability and tolerability, enhancing patient comfort and adherence. The Company has two proprietary commercial products, Hylenex® and XYOSTED®, partnered commercial products and ongoing development programs with Teva Pharmaceuticals and McDermott Laboratories Limited, an affiliate of Viatris Inc.

Halozyme is headquartered in San Diego, CA, with offices in Ewing, NJ; Minnetonka, MN; and Boston, MA. Minnetonka is also the site of its operations facility.

Contacts

Tram Bui
VP, Investor Relations and Corporate Communications
609-333-7668
tbui@halozyme.com

Sydney Charlton
Teneo
917-972-8407
sydney.charlton@teneo.com

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SOURCE Halozyme Therapeutics, Inc.

FAQ

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

Who can purchase Halozyme’s new convertible senior notes?

The notes are being offered and sold only to persons reasonably believed to be qualified institutional buyers under Rule 144A of the Securities Act. Any offer will be made solely by means of a private offering memorandum, and the securities are not registered under the Securities Act or state securities laws.

When and under what conditions can the new convertible notes be converted?

Until the close of business on the business day immediately before April 1, 2033, the notes are convertible only if certain conditions are satisfied and during specified periods. From April 1, 2033 until the second scheduled trading day immediately before the October 1, 2033 maturity date, they are convertible at any time regardless of those conditions.

How will Halozyme settle conversions of the 2033 convertible notes?

On conversion, Halozyme will settle the notes in cash and, if applicable, in shares of common stock, at the company’s election. The conversion rate is subject to adjustment in certain events but is not adjusted for accrued and unpaid interest.

What are the details of the planned repurchases of Halozyme’s existing convertible notes?

Halozyme expects to use part of the proceeds to repurchase for cash about $151.7 million principal of its 0.25% notes due 2027 at a total cost of approximately $217.0 million, and about $220.0 million principal of its 1.00% notes due 2028 at a total cost of approximately $435.5 million, each including accrued and unpaid interest.

What is the purpose and structure of the capped call transactions?

Halozyme entered into privately negotiated capped call transactions that initially cover the number of shares underlying the new notes. The strike price initially matches the $139.84 conversion price, and the cap price is initially about $208.39 per share. The company said these transactions are expected to reduce potential dilution and/or offset cash payments above principal if the stock trades above the strike but below the cap.

When is the offering of Halozyme’s 2033 convertible notes expected to close?

Halozyme expects the offering to close on September 22, 2026, subject to the satisfaction of customary closing conditions.

How might the note repurchases and hedging activity affect Halozyme’s stock and note prices?

The company states that the note repurchases and related hedging transactions by existing noteholders, as well as hedging and hedge adjustments by the capped call counterparties, could increase or reduce the size of any decrease in the market price of Halozyme’s common stock or the new convertible notes before, during, or after the pricing and over the life of the notes.