Nektar Therapeutics Announces Pricing of Upsized $400 Million Public Offering

Nektar Therapeutics (Nasdaq: NKTR) priced an upsized public offering to raise approximately $400 million by selling 6,603,449 common shares and 293,103 pre-funded warrants at $58.00 (or $57.9999 for warrants) per unit.

Rhea-AI Summary

Nektar Therapeutics (Nasdaq: NKTR) priced an upsized public offering to raise approximately $400 million by selling 6,603,449 common shares and 293,103 pre-funded warrants at $58.00 (or $57.9999 for warrants) per unit.

The offering may close on February 13, 2026, includes a 30-day underwriter option for up to 1,034,482 additional shares, and intends net proceeds for general corporate purposes, including Phase 3 rezpegaldesleukin development and manufacturing.

Positive

• Gross proceeds of approximately $400 million
• Proceeds earmarked for Phase 3 rezpegaldesleukin clinical and manufacturing costs
• Offering priced at $58.00 per share (pre-funded warrants at $57.9999)

Negative

• Issuance of 6,603,449 shares and 293,103 pre-funded warrants will dilute existing shareholders
• Underwriting discounts, commissions and offering expenses will reduce net proceeds
• Underwriters hold a 30-day option for up to 1,034,482 additional shares, creating further potential dilution

Argus Feb 12 session

+7.01% close to close Open Argus

Details

News Market Reaction – NKTR

On Feb 12, the first trading day after this news, NKTR closed 7.01% above the previous close.

Data tracked by StockTitan Argus for the Feb 12 session.

Market Context

On Feb 12, the first trading day after this news, the stock closed 7.0% above the previous close. A ...

Analysis

On Feb 12, the first trading day after this news, the stock closed 7.0% above the previous close. A strong positive reaction aligns with recent enthusiasm around Nektar’s clinical data, but it occurred alongside a sizable equity offering. Historically, offering news averaged a 9.59% move, with one recent deal seeing a +51.07% spike. Investors evaluating sustainability would have weighed ongoing dilution from repeated financings against the pipeline’s progress and the elevated price near the 52‑week high.

Key Figures

Offering size: $400 million Common shares: 6,603,449 shares Pre-funded warrants: 293,103 warrants +5 more

Offering size

$400 million

Upsized underwritten public offering

Common shares

6,603,449 shares

Shares of common stock sold in offering

Pre-funded warrants

293,103 warrants

Pre-funded warrants sold in lieu of common stock

Offering price (stock)

$58.00 per share

Public offering price for common stock

Offering price (warrants)

$57.9999 per warrant

Public offering price for pre-funded warrants

Warrant exercise price

$0.0001 per share

Exercise price for each pre-funded warrant

Underwriters' option

1,034,482 shares

30-day option for additional common shares

Expected closing date

February 13, 2026

Target closing for the offering

Previous Offering Reports

4 past events · Latest: Feb 10

Same Type 4 events

1. Feb 10

   Proposed equity raise

   24h Move

   +51.1%

   Announced proposed $300M stock and pre-funded warrant financing.

2. Jul 02

   Offering closing

   24h Move

   -3.0%

   Closed $115M stock offering including full over-allotment exercise.

3. Jul 01

   Offering pricing

   24h Move

   -4.8%

   Priced $100M offering of 4.26M shares at $23.50.

4. Jun 30

   Proposed offering

   24h Move

   -4.8%

   Announced proposed stock and pre-funded warrant sale with 15% option.

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

Key Terms

underwritten public offering, pre-funded warrants, exercise price, bookrunning managers, +4 more

8 terms

underwritten public offering financial

"announced the pricing of its upsized underwritten public offering of $400 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

"common stock and, 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.

exercise price financial

"less the $0.0001 per share exercise price of each pre-funded warrant"

The exercise price is the fixed amount at which you can buy or sell an asset, like a stock, when using an options contract. It matters because it helps determine whether exercising the option will be profitable or not, depending on the current market price. Think of it as the set price you agree on today to buy or sell later.

bookrunning managers financial

"Jefferies, TD Cowen, and Piper Sandler are acting as joint bookrunning managers"

Lead banks that organize and manage a new stock or bond offering, coordinating other banks, setting the initial sale price, collecting investor orders and deciding how many shares each buyer receives. Think of them as the project manager and ticket-seller for a public offering — their pricing, allocations and ability to sell the issue directly affect how successful the offering is and how the security performs for investors afterward.

shelf registration statement regulatory

"offered pursuant to a shelf registration statement on Form S-3ASR"

A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.

form s-3asr regulatory

"registration statement on Form S-3ASR (No. 333-291466) that was filed"

Form S-3ASR is a type of SEC registration that lets large, well-known public companies pre-register securities so they can be sold quickly when needed, similar to having a pre-approved credit line they can draw on at short notice. For investors, it matters because it signals a company's readiness to raise cash fast, which can affect share supply and price (dilution) and reveal how easily the company can fund growth or handle short-term needs.

prospectus supplement regulatory

"This offering is being 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.

registration or qualification regulatory

"unlawful prior to registration or qualification under the securities laws of that state"

Registration or qualification is the process of officially confirming that an individual or entity meets certain standards or requirements to participate in a specific activity or industry. It acts like a formal sign-up, ensuring that participants are authorized and capable, which helps protect interests and maintain trust. For investors, it’s important because it indicates that the person or organization has necessary credentials, making their actions or offerings more reliable.

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

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

SAN FRANCISCO, Feb. 11, 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 pricing of its upsized underwritten public offering of $400 million of shares of its common stock and, in lieu of common stock to certain investors, pre-funded warrants. Nektar is selling 6,603,449 shares of common stock and 293,103 pre-funded warrants in the offering. The shares of common stock are being sold at a public offering price of $58.00 per share and the pre-funded warrants to purchase are being 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 are expected to be approximately $400 million, before deducting underwriting discounts and commissions and estimated offering expenses. In addition, Nektar has granted the underwriters a 30-day option to purchase up to an additional 1,034,482 shares of its common stock at the public offering price per share, less underwriting discounts and commissions. All of the securities being sold in this offering are being offered by Nektar. The offering is expected to close on February 13, 2026, subject to the satisfaction of customary conditions.

Nektar intends to use the net proceeds from the offering for general corporate purposes, which may include research and development, clinical development (including Phase 3 trials for rezpegaldesleukin) and manufacturing costs to support the advancement of its drug candidates, as well as other general corporate purposes.

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

The securities described above are being 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 is being 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 will be filed with the SEC and will be 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, when available, 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 in 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.

Cautionary Note Regarding Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, which can be identified by words such as: "will," "expect," "develop," "potential," "plan," and similar references to future periods. Examples of forward-looking statements include, among others, statements regarding expected gross proceeds from the offering, the anticipated use of proceeds from the offering and completion and timing of the public offering. Nektar intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 21E of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on Nektar's current beliefs, expectations, and assumptions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of the control of Nektar. The actual results may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Important factors that could cause the actual results to differ materially from those indicated in the forward-looking statements include, among others, the risks and uncertainties set forth in Nektar's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 7, 2025 as well as the risks identified in the registration statement and the preliminary prospectus supplement relating to the offering. Any forward-looking statement made by Nektar in this press release is based only on information currently available to Nektar and speaks only as of the date on which it is made. Nektar undertakes no obligation to update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.

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 

View original content to download multimedia:https://www.prnewswire.com/news-releases/nektar-therapeutics-announces-pricing-of-upsized-400-million-public-offering-302685877.html

SOURCE Nektar Therapeutics

FAQ

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

What is the size and price of Nektar's (NKTR) February 2026 public offering?

The offering is sized at approximately $400 million, selling 6,603,449 shares at $58.00 per share. According to the company, it also sold 293,103 pre-funded warrants priced at $57.9999 per warrant.

When is the NKTR offering expected to close and is there an overallotment option?

The offering is expected to close on February 13, 2026, subject to customary conditions. According to the company, underwriters have a 30-day option to buy up to 1,034,482 additional shares.

How does Nektar say it will use the net proceeds from the NKTR offering?

Nektar intends to use net proceeds for general corporate purposes, including research, development and manufacturing. According to the company, this specifically may include Phase 3 rezpegaldesleukin clinical costs and support for drug candidates.

Who are the lead managers for Nektar's $400 million offering (NKTR)?

Jefferies, TD Cowen, and Piper Sandler are the joint bookrunning managers for the offering. According to the company, Oppenheimer and H.C. Wainwright serve as lead managers and B. Riley as manager.

Will the NKTR offering affect existing shareholders and net proceeds?

Yes — the issuance of shares and pre-funded warrants will dilute existing holders and fees will reduce cash raised. According to the company, gross proceeds are ~$400 million before underwriting discounts and expenses.