Vaxcyte Announces Closing of $1.15 Billion Public Offerings of Common Stock, Pre-Funded Warrants and Convertible Senior Notes, Including Full Exercise of Underwriters’ Options to Purchase Additional Shares and Convertible Senior Notes

The financing combines equity issuance with $575 million of convertible debt carrying a 1.50% rate and maturing in 2032.

Rhea-AI Summary

Vaxcyte (PCVX) closed concurrent public offerings of common stock, pre-funded warrants and convertible senior notes, raising approximately $1.15 billion gross.

The offerings comprised 8,584,375 common shares at $64.00 each, pre-funded warrants to purchase 400,000 shares at $63.999 each, and $575 million principal amount of 1.50% convertible senior notes due 2032. Underwriters fully exercised options for 1,171,875 additional shares and $75 million of additional notes; these amounts are included in the offering totals. Gross proceeds exclude underwriting discounts, commissions and other offering expenses.

Vaxcyte intends to fund VAX-31 adult and pediatric clinical development, manufacturing scale-up and inventory for potential commercial launches, and preparations for an anticipated U.S. adult launch. Other intended uses include early-stage vaccine research and development and general corporate purposes.

5 points · 1 major

PositiveiHow this balance works

How this balance works

Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

How the balance worksHow Sentiment works

0 major · 4 points

Hollow bars mark forward-looking points. How the balance works

Positive

• Major pointCompleted offerings raised approximately $1.15 billion in gross proceeds before underwriting deductions and other offering expenses. 12% of market cap
• Minor point. Forward-looking: it has not happened yet and may not happen.Planned proceeds use funds VAX-31 adult and pediatric clinical development, including studies and anticipated data announcements.
• Minor point. Forward-looking: it has not happened yet and may not happen.Planned manufacturing investments add capacity and inventory for clinical studies and potential commercial launches.
• Minor point. Forward-looking: it has not happened yet and may not happen.Planned medical affairs, commercial and systems investments prepare for the anticipated U.S. VAX-31 adult launch.
• Minor point. Forward-looking: it has not happened yet and may not happen.Planned proceeds use supports other early-stage vaccine candidates and potential research pipeline expansion.

Negative

• Minor point8,584,375 common shares at $64.00 each add equity dilution for existing holders.
• Minor point. Forward-looking: it has not happened yet and may not happen.Pre-funded warrants for 400,000 shares at $63.999 each provide for additional equity dilution.
• Minor point$575 million of 1.50% convertible senior notes due 2032 add debt obligations and potential conversion dilution.
• Minor pointUnderwriting discounts, commissions and other offering expenses reduce proceeds available to Vaxcyte.

News Explained

At June 30, 2026, cash and investments equaled 981.6 days of second-quarter operating cash use at that quarter’s rate.

The completed common-stock offering issued 8,584,375 shares, reducing existing holders’ percentage ownership absent offsetting changes; its 400,000 pre-funded warrants add shares upon exercise.

At June 30, 2026, reported cash and investments were $2,507,734,000, equal to 981.6 days of the last reported quarterly operating cash use at the second-quarter rate.

Sources and calculations

• Vaxcyte offering-closing release (2026-10-09)
• Dilution definition (version supplied)
• Pre-funded warrant definition (version supplied)
• Vaxcyte second-quarter 2026 fundamentals (2026-06-30)

• Available liquidity against the last reported quarterly operating outflow, in days at that rate ($183,190,000 + $1,303,648,000 + $1,020,896,000) / ($232,471,000 / 91) = 981.6 days

Key Figures

Gross proceeds: Approximately $1.15 billion Common stock offering: 8,584,375 shares at $64.00 per share Pre-funded warrants: 400,000 warrants at $63.999 per warrant +2 more

Gross proceeds

Approximately $1.15 billion

Before underwriting discounts, commissions and other offering expenses

Common stock offering

8,584,375 shares at $64.00 per share

Public offering

Pre-funded warrants

400,000 warrants at $63.999 per warrant

Warrants to purchase common stock

Convertible senior notes

$575 million aggregate principal; 1.50% notes due 2032

Concurrent public offering

Exercised underwriters’ options

1,171,875 additional shares and $75 million additional principal amount of notes

Options exercised in full to cover over-allotments

Previous Offering Reports

2 past events · Latest: Oct 06

Same Type 2 events

1. Oct 06

   Offering pricing

   24h Move

   +0.4%

   Pricing established the concurrent stock, warrant and note terms later confirmed at closing.

2. Oct 05

   Offering commencement

   24h Move

   -9.7%

   The same concurrent offerings were launched before their pricing and reported closing.

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

Key Terms

pre-funded warrants, convertible senior notes, over-allotments, shelf registration statement

4 terms

pre-funded warrants financial

"pre-funded warrants to purchase 400,000 shares of common stock"

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.

convertible senior notes financial

"$575 million aggregate principal amount of 1.50% convertible senior notes due 2032"

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.

over-allotments financial

"solely to cover over-allotments"

An over-allotment is a temporary extra batch of shares that the underwriters of a stock offering are allowed to sell beyond the original amount, with the right to buy those shares back later. Think of it as spare tickets sold to meet demand and then reclaimed if needed to keep the market orderly; it helps stabilize the stock price after an offering and can affect short-term supply and potential dilution, which matters to investors tracking price and ownership stakes.

shelf registration statement regulatory

"A shelf registration statement relating to the offered securities"

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.

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

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SAN CARLOS, Calif., Oct. 09, 2026 (GLOBE NEWSWIRE) -- Vaxcyte, Inc. (Nasdaq: PCVX), a clinical-stage vaccine innovation company, announced today the closing of its previously announced concurrent underwritten public offerings of 8,584,375 shares of common stock at a public offering price of $64.00 per share, pre-funded warrants to purchase 400,000 shares of common stock at a public offering price of $63.999 per pre-funded warrant and $575 million aggregate principal amount of 1.50% convertible senior notes due 2032 (the “notes”). These offerings included the exercise in full by the underwriters of their option to purchase up to 1,171,875 additional shares of common stock at the public offering price per share and their option to purchase up to an additional $75 million aggregate principal amount of notes at the public offering price, solely to cover over-allotments, in each case less underwriting discounts and commissions. The aggregate gross proceeds to Vaxcyte from these offerings were approximately $1.15 billion, before deducting underwriting discounts and commissions and other offering expenses payable by Vaxcyte.

Vaxcyte intends to use the net proceeds from the offerings to fund (i) clinical development of the VAX-31 adult and pediatric programs, including (a) for the ongoing VAX-31 adult Phase 3 program, the trial evaluating concomitant administration with a seasonal influenza vaccine (OPUS-2, enrolled), the trial in adults who have previously received a pneumococcal vaccine (OPUS-3, enrolled) and the planned manufacturing consistency study, and the anticipated topline safety, tolerability and immunogenicity data announcements from such studies, and (b) for the VAX-31 infant Phase 2 dose-finding study (enrolled), the anticipated topline data announcement(s) from the primary three-dose immunization series and booster dose; (ii) manufacturing scale-up, processes and supply to support its clinical studies and the potential commercial launches of its PCV programs, including (a) to establish additional manufacturing capacity to meet potential incremental supply requirements for the global adult and pediatric populations following the potential initial commercial launch of VAX-31 in adults in the United States and (b) to build inventory levels in advance of such potential commercial launch; (iii) medical affairs, commercial and systems-related investments to prepare for and execute the anticipated U.S. launch of VAX-31 in adults; (iv) ongoing research and development of its other early-stage pipeline vaccine candidates; and (v) general corporate purposes, including working capital, operating expenses and capital expenditures, as well as potential expansion of Vaxcyte’s research pipeline.

Jefferies, Leerink Partners, BofA Securities, Evercore ISI, Goldman Sachs & Co. LLC and Guggenheim Securities acted as joint book-running managers for the common stock and pre-funded warrant offering. Mizuho acted as bookrunner and BTIG acted as lead manager for the common stock and pre-funded warrant offering.

Jefferies, Leerink Partners, BofA Securities, Goldman Sachs & Co. LLC and Evercore ISI acted as joint book-running managers for the note offering. Guggenheim Securities and Mizuho acted as bookrunners and Needham & Company acted as lead manager for the note offering.

J. Wood Capital Advisors acted as financial advisor to Vaxcyte in connection with the note offering.

A shelf registration statement relating to the offered securities was filed with the Securities and Exchange Commission (SEC) and was automatically effective upon filing on May 24, 2024. A final prospectus supplement and accompanying prospectus relating to each offering have been filed with the SEC and are available on the SEC’s website, located at www.sec.gov. Copies of the final prospectus supplement and the accompanying prospectus relating to each offering may be obtained from Jefferies LLC, Attention: Equity Syndicate Prospectus Department, 520 Madison Avenue, New York, New York 10022, by telephone at (877) 821-7388, or by email at Prospectus_Department@Jefferies.com; or Leerink Partners LLC, Attention: Syndicate Department, 53 State Street, 40th Floor, Boston, Massachusetts 02109, by email at syndicate@leerink.com or by phone at (800) 808-7525, ext. 6105.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy these securities 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 any such state or jurisdiction.

About Vaxcyte

Vaxcyte is a vaccine innovation company engineering high-fidelity vaccines to protect humankind from the consequences of bacterial diseases. VAX-31, a 31-valent pneumococcal conjugate vaccine (PCV) candidate being evaluated in the OPUS Phase 3 adult clinical program and in a Phase 2 infant clinical program, is being developed for the prevention of invasive pneumococcal disease (IPD) and is the broadest-spectrum PCV candidate in the clinic today. VAX-24, a 24-valent PCV candidate, has generated positive Phase 2 clinical results in both adults and infants and is designed to cover more serotypes than any PCV on-market. VAX-31 and VAX-24 are designed to improve upon standard-of-care PCVs by covering the serotypes in circulation that cause a significant portion of IPD and are associated with high case-fatality rates, antibiotic resistance and meningitis, while maintaining coverage of previously circulating strains. VAX-XL, in earlier-stage development, also leverages Vaxcyte’s carrier-sparing, site-specific conjugation technology with the aim of further expanding coverage to deliver the broadest-spectrum candidate in Vaxcyte’s PCV franchise.

VAX-A1 is a prophylactic vaccine candidate designed to provide broad, strain-independent protection against disease caused by Group A Strep and is currently being evaluated in a Phase 1 clinical study in adults. Group A Strep remains a significant global cause of morbidity and mortality across both adult and pediatric populations and is a leading driver of antibiotic use, underscoring the substantial public health burden.

Vaxcyte is re-engineering the way highly complex vaccines are made through XpressCF®, its cell-free protein synthesis platform exclusively licensed from Sutro Biopharma, Inc. Unlike conventional cell-based approaches, Vaxcyte’s system for producing difficult-to-make proteins and antigens is intended to develop and deliver high-fidelity vaccines with enhanced immunological benefits. Vaxcyte’s pipeline also includes VAX-GI, a vaccine candidate designed to prevent Shigella.

Forward-Looking Statements

This press release contains forward-looking statements regarding Vaxcyte, Inc. within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, statements about the intended use of the net proceeds from the offerings. Words such as “expects,” “intends,” “intended,” “designed,” “aim,” “will” and “may” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Forward-looking statements represent Vaxcyte’s current expectations regarding future events and are subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those implied by the forward-looking statements. Among those risks and uncertainties are risks described under the caption “Risk Factors” in the prospectus supplements for the offerings, risks relating to Vaxcyte’s business, and the other risks described more fully in Vaxcyte’s filings with the Securities and Exchange Commission (SEC), including its Quarterly Report on Form 10-Q filed with the SEC on August 5, 2026 or in other documents Vaxcyte subsequently files with or furnishes to the SEC. Vaxcyte cannot provide any assurances regarding its ability to effectively apply the net proceeds as described above. You should not place undue reliance on these forward-looking statements. The forward-looking statements included in this press release speak only as of the date of this press release, and Vaxcyte does not undertake to update the statements included in this press release for subsequent developments, except as may be required by law.

Contacts:

Patrick Ryan, Executive Director, Corporate Affairs
Vaxcyte, Inc.
415-606-5135
media@vaxcyte.com

Jeff Macdonald, Executive Director, Investor Relations
Vaxcyte, Inc.
917-371-0940
investors@vaxcyte.com

FAQ

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

How much did Vaxcyte raise in its completed public offerings?

Vaxcyte raised approximately $1.15 billion in aggregate gross proceeds. That amount is before underwriting discounts, commissions and other offering expenses. The completed offerings included the full exercise of underwriters’ options for 1,171,875 additional common shares and $75 million principal amount of additional notes.

What securities and prices were included in Vaxcyte's public offerings?

The offerings included 8,584,375 common shares at $64.00 each, pre-funded warrants to purchase 400,000 common shares at $63.999 per warrant, and $575 million principal amount of 1.50% convertible senior notes due 2032.

Which VAX-31 clinical studies does Vaxcyte intend to fund with the offering proceeds?

Vaxcyte intends to fund the adult Phase 3 program and infant Phase 2 dose-finding study, including anticipated data announcements.

The adult program includes enrolled OPUS-2, evaluating administration with a seasonal influenza vaccine, enrolled OPUS-3 in previously pneumococcal-vaccinated adults, and a planned manufacturing consistency study. The enrolled infant study includes anticipated data from the primary three-dose series and booster dose.