Nektar Therapeutics Announces Closing of $460 Million Public Offering Including Full Exercise of Underwriters' Option to Purchase Additional Shares

Rhea-AI Summary

Nektar Therapeutics (Nasdaq: NKTR) closed an underwritten public offering that generated approximately $460 million in gross proceeds on Feb 13, 2026. The company sold 7,637,931 shares (including 1,034,482 shares from full exercise of the underwriters' option) and 293,103 pre-funded warrants.

Shares were priced at $58.00 per share and pre-funded warrants at $57.9999, before underwriting discounts, commissions and offering expenses. Jefferies, TD Cowen and Piper Sandler led the deal.

Positive

• Gross proceeds of approximately $460 million
• Underwriters exercised full option to purchase 1,034,482 additional shares
• Offering priced at $58.00 per share, enabling sizeable capital raise

Negative

• Issued 7,637,931 shares plus 293,103 pre-funded warrants, diluting existing shareholders
• Net proceeds reduced by undisclosed underwriting discounts, commissions and offering expenses

Key Figures

Offering size: $460 million Shares sold: 7,637,931 shares Underwriters’ option shares: 1,034,482 shares +4 more

7 metrics

Offering size $460 million Gross proceeds from public offering before fees

Shares sold 7,637,931 shares Total common stock sold including underwriters’ option

Underwriters’ option shares 1,034,482 shares Additional common shares from full option exercise

Pre-funded warrants 293,103 warrants Pre-funded warrants sold in lieu of common stock

Common share price $58.00 per share Public offering price of common stock

Warrant price $57.9999 per warrant Public offering price of pre-funded warrants

Warrant exercise price $0.0001 per share Exercise price for each pre-funded warrant

Market Reality Check

Price: $71.33 Vol: Volume 4,741,410 is 3.29x...

high vol

$71.33 Last Close

Volume Volume 4,741,410 is 3.29x the 20-day average of 1,441,483, indicating elevated trading interest around the offering. high

Technical Price at 71.00 is trading above the 200-day moving average of 37.03 and sits 1.81% below the 52-week high of 72.31.

Peers on Argus

NKTR gained 7.01%, while close biotech peers showed mixed moves: SANA -3.32%, QU...

1 Up

NKTR gained 7.01%, while close biotech peers showed mixed moves: SANA -3.32%, QURE -6.68%, ABUS -4.07%, PRAX +2.76%, SYRE +2.53%. Only one peer (QURE) appeared in momentum scanners, suggesting NKTR’s move is company-specific rather than a broad sector rotation.

Previous Offering Reports

5 past events · Latest: Feb 11 (Neutral)

Same Type Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Feb 11	Upsized offering pricing	Neutral	+18.5%	Priced upsized <b>$400M</b> offering with shares and pre-funded warrants.
Feb 10	Proposed equity raise	Neutral	+51.1%	Proposed <b>$300M</b> primary financing plus <b>$45M</b> underwriter option.
Jul 02	Closing prior offering	Neutral	-3.0%	Closed <b>$115M</b> stock sale at <b>$23.50</b> including option exercise.
Jul 01	Pricing prior deal	Neutral	-4.8%	Priced <b>$100M</b> public offering of <b>4,255,320</b> shares at <b>$23.50</b>.
Jun 30	Proposed prior offering	Neutral	-4.8%	Announced proposed common stock and pre-funded warrant financing.

Pattern Detected

Offering-related announcements have produced mixed reactions: recent February 2026 financings saw strong positive moves, while mid-2025 offerings around smaller raises showed modest declines.

Recent Company History

Recent history shows Nektar using equity offerings to fund late-stage development. In Jun–Jul 2025, proposed and priced offerings of $100–115M saw modest negative reactions. By Feb 2026, larger proposed and upsized offerings of $300–400M coincided with strong positive moves of 18.48% and 51.07%. Today’s closing of a $460M deal extends that financing trajectory and follows prior steps where underwriter options and pre-funded warrants were central structural features.

Historical Comparison

+11.4% avg move · In the past year, NKTR reported 5 offering-related announcements with an average move of 11.37%. Tod...

offering

+11.4%

Average Historical Move offering

In the past year, NKTR reported 5 offering-related announcements with an average move of 11.37%. Today’s 7.01% gain on a larger $460M closing sits within this historical range but below the typical magnitude.

Financings progressed from $100–115M raises in mid-2025 to substantially larger $300–460M deals in early 2026, supporting advancement of late-stage programs.

Market Pulse Summary

This announcement confirms the closing of a sizeable $460M equity financing, including common shares...

Analysis

This announcement confirms the closing of a sizeable $460M equity financing, including common shares and pre-funded warrants priced around $58. It caps a series of offerings that have progressively increased in scale to support late-stage development. Investors may track how the enlarged cash balance is allocated, the execution of planned Phase 3 programs, and any further capital actions or regulatory filings as key indicators of balance-sheet strength versus dilution risk.

Key Terms

underwritten public offering, pre-funded warrants, underwriters' option, prospectus supplement

4 terms

underwritten public offering financial

"today announced the closing of its underwritten public offering of $460 million"

An underwritten public offering is when a company sells new shares of its stock to the public with the help of a financial firm, called an underwriter. The underwriter agrees to buy all the shares upfront, reducing the company's risk, and then sells them to investors. This process helps companies raise money quickly and confidently from a wide range of buyers.

pre-funded warrants financial

"in lieu of common stock to certain investors, pre-funded warrants"

Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.

underwriters' option financial

"shares sold upon exercise in full by the underwriters of their option"

An underwriters' option is a short-term right given to the banks handling a new stock or bond sale to buy extra shares from the issuer, usually up to a fixed percentage, to stabilize the price after the offering. For investors this acts like a safety valve: it can reduce wild price swings by allowing underwriters to add or return shares as demand changes, which helps prevent a newly issued security from falling or spiking sharply.

prospectus supplement regulatory

"This offering was made only by means of a prospectus supplement and an accompanying prospectus"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

AI-generated analysis. Not financial advice.

SAN FRANCISCO, Feb. 13, 2026 /PRNewswire/ -- Nektar Therapeutics (Nasdaq: NKTR), a clinical-stage biotechnology company focused on the development of innovative medicines in the field of immunotherapy, today announced the closing of its underwritten public offering of $460 million of shares of its common stock and, in lieu of common stock to certain investors, pre-funded warrants. Nektar sold 7,637,931 shares of common stock in the offering, which includes 1,034,482 shares sold upon exercise in full by the underwriters of their option to purchase additional shares of common stock in the offering, and 293,103 pre-funded warrants. The shares of common stock were sold at a public offering price of $58.00 per share and the pre-funded warrants to purchase shares of common stock were sold at a public offering price of $57.9999 per pre-funded warrant, which represents the per share public offering price of each share of common stock less the $0.0001 per share exercise price of each pre-funded warrant. The gross proceeds to Nektar from the offering were approximately $460 million, before deducting underwriting discounts and commissions and estimated offering expenses. All of the securities sold in this offering were offered by Nektar.

Jefferies, TD Cowen, and Piper Sandler acted as joint bookrunning managers for the offering. Oppenheimer & Co. and H.C. Wainwright & Co. acted as lead managers and B. Riley Securities acted as manager for the offering.

The securities described above were offered pursuant to a shelf registration statement on Form S-3ASR (No. 333-291466) that was filed with the U.S. Securities and Exchange Commission (the "SEC") on November 12, 2025 and automatically became effective upon filing. This offering was made only by means of a prospectus supplement and an accompanying prospectus that form a part of the registration statement.

A final prospectus supplement related to and describing the terms of the offering was filed with the SEC and is available on the SEC's website located at www.sec.gov. Copies of the final prospectus supplement and an accompanying prospectus related to the offering may also be obtained from Jefferies LLC, Attention: Equity Syndicate Prospectus Department, 520 Madison Avenue, New York, NY 10022, by telephone at (877) 821-7388, or by email at prospectus_department@jefferies.com; TD Securities (USA) LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 or by email at TDManualrequest@broadridge.com; or Piper Sandler & Co., 350 North 5th Street, Suite 1000, Minneapolis, MN 55401, Attention: Prospectus Department, by telephone at (800) 747-3924, or by email at prospectus@psc.com.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of that state or jurisdiction.

About Nektar Therapeutics
Nektar Therapeutics is a clinical-stage biotechnology company focused on developing treatments that address the underlying immunological dysfunction in autoimmune and chronic inflammatory diseases. Nektar's lead product candidate, rezpegaldesleukin (REZPEG, or NKTR-358), is a novel, first-in-class regulatory T cell stimulator being evaluated in one Phase 2b clinical trial in atopic dermatitis, one Phase 2b clinical trial in alopecia areata, and one Phase 2 clinical trial in Type 1 diabetes mellitus. Nektar's pipeline also includes a preclinical bivalent tumor necrosis factor receptor type II (TNFR2) antibody and bispecific programs, NKTR-0165 and NKTR-0166, and a modified hematopoietic colony stimulating factor (CSF) protein, NKTR-422. Nektar, together with various partners, is also evaluating NKTR-255, an investigational IL-15 receptor agonist designed to boost the immune system's natural ability to fight cancer, in several ongoing clinical trials. Nektar is headquartered in San Francisco, California.

For Investors:

Vivian Wu
628-895-0661
VWu@nektar.com

Corey Davis, Ph.D.
LifeSci Advisors
212-915-2577
cdavis@lifesciadvisors.com

For Media:

Jonathan Pappas
LifeSci Communications
857-205-4403
jpappas@lifescicomms.com

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SOURCE Nektar Therapeutics

FAQ

How much capital did Nektar (NKTR) raise in the Feb 13, 2026 public offering?

Nektar raised approximately $460 million in gross proceeds from the offering. According to the company, this amount is before underwriting discounts, commissions and estimated offering expenses, and includes proceeds from both common stock and pre-funded warrants.

How many shares did Nektar (NKTR) sell and did underwriters exercise their option?

Nektar sold 7,637,931 shares in the offering and the underwriters fully exercised their option. According to the company, that exercise added 1,034,482 additional shares to the total sold in the transaction.

What was the public offering price for Nektar (NKTR) shares and pre-funded warrants?

The public offering price was $58.00 per share and $57.9999 per pre-funded warrant. According to the company, the warrant price reflects the share price minus a $0.0001 per-share exercise price.

Who managed the Nektar (NKTR) offering and where was it registered?

Jefferies, TD Cowen and Piper Sandler acted as joint bookrunning managers for the offering. According to the company, the securities were offered under a shelf registration on Form S-3ASR filed Nov 12, 2025.

What impact does the Nektar (NKTR) offering have on shareholder dilution?

The offering issued 7,637,931 new shares plus 293,103 pre-funded warrants, which will dilute existing shareholders upon exercise. According to the company, the precise dilution effect depends on outstanding share count and warrant exercises.