Vaxcyte Announces Commencement of Proposed Public Offerings of Common Stock, Pre-Funded Warrants and Convertible Senior Notes

The proposed notes would add senior unsecured debt, while common stock, warrants and potential share-settled conversions would dilute holders.

Rhea-AI Summary

Vaxcyte (Nasdaq: PCVX) has commenced separate proposed public offerings of common stock and pre-funded warrants, and convertible senior notes. The equity offering is $500 million; the notes comprise $500 million in principal. Vaxcyte intends to grant a 30-day option for up to $75 million of additional common stock and expects a 30-day option for up to $75 million of additional notes solely to cover over-allotments.

The senior unsecured notes would mature on October 15, 2032 and pay interest semi-annually. Interest and initial conversion rates will be set at pricing. Conversions may be settled in cash, shares or both at Vaxcyte's election. Neither offering depends on the other closing. Vaxcyte plans to fund VAX-31 adult and pediatric development, manufacturing capacity and inventory, anticipated U.S. adult launch preparations, other vaccine research and general corporate purposes.

7 points · 0 major

MixediHow 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

• Moderate point. Forward-looking: it has not happened yet and may not happen.Proposed $500 million equity offering would raise funding, with an intended 30-day option for up to $75 million more. 5.9% of market cap
• Moderate point. Forward-looking: it has not happened yet and may not happen.Proposed $500 million note offering would provide funding, with an expected 30-day over-allotment option of up to $75 million. 5.9% of market cap
• Minor point. Forward-looking: it has not happened yet and may not happen.Planned proceeds would fund VAX-31 adult Phase 3 studies, including enrolled OPUS-2 and OPUS-3 and planned manufacturing consistency testing.
• Minor point. Forward-looking: it has not happened yet and may not happen.Planned proceeds would support the enrolled VAX-31 infant Phase 2 study and anticipated primary-series and booster-dose data announcements.
• Minor point. Forward-looking: it has not happened yet and may not happen.Planned proceeds would fund additional manufacturing capacity and inventory for clinical studies and potential commercial launches.

2 minor points

• Minor point. Forward-looking: it has not happened yet and may not happen.Planned proceeds would fund medical affairs, commercial and systems investments for the anticipated U.S. VAX-31 adult launch.
• Minor point. Forward-looking: it has not happened yet and may not happen.Planned proceeds would support other early-stage vaccine candidates and potential research pipeline expansion.

Negative

• Moderate point. Forward-looking: it has not happened yet and may not happen.Proposed common stock and pre-funded warrants would dilute existing shareholders.
• Moderate point. Forward-looking: it has not happened yet and may not happen.Proposed $500 million senior unsecured notes would add debt, with semi-annual interest and October 15, 2032 maturity. 5.9% of market cap
• Minor point. Forward-looking: it has not happened yet and may not happen.Note conversions could dilute holders if Vaxcyte elects settlement in shares or a combination of cash and shares.
• Minor point. Forward-looking: it has not happened yet and may not happen.Certain fundamental changes would allow noteholders to demand cash repurchase, subject to a limited exception.

News Explained

As of June thirtieth, the liquidity comparison uses second-quarter operating cash use as its historical rate.

Vaxcyte has commenced, but not closed, separate offerings of its own common stock and pre-funded warrants and notes; if completed, share issuance and warrant exercise can increase total shares and reduce existing holders’ ownership, while proceeds go to Vaxcyte.

A pre-funded warrant is sold at nearly the full share price and converts into shares upon exercise at a nominal exercise price; the release says actual offering size and terms are unsettled, so it does not establish the amount of equity dilution.

Sources and calculations

• Vaxcyte offering commencement release (2026-10-05)
• Dilution definition (versioned definition)
• Pre-funded warrant definition (versioned definition)
• Vaxcyte second-quarter 2026 financial data (2026Q2)

• 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

Argus 15 min delay 59 alerts

-3.82% vs previous close $71.00 last price 11.4x rel. volume Open Argus

Details

Market move: PCVX -3.82% vs previous close. Stock and notes public offering

$58.75 – $108.94 Day Range

$10.57B Market Cap

On Oct 5, the day this news came out, the latest delayed price for PCVX is 3.82% below the previous close. Our momentum scanner has recorded 59 alerts for this stock so far that day. The latest delayed price is $71.00. Relative volume is exceptionally heavy at 11.4x the average.

Data tracked by StockTitan Argus (15 min delayed). Upgrade to Gold for real-time data.

Key Figures

Common stock and pre-funded warrants: $500 million Convertible senior notes: $500 million aggregate principal amount Additional common stock option: Up to $75 million; 30-day option +2 more

Common stock and pre-funded warrants

$500 million

Proposed underwritten public offering

Convertible senior notes

$500 million aggregate principal amount

Proposed separate offering; terms to be set at pricing

Additional common stock option

Up to $75 million; 30-day option

Underwriters' option

Additional notes option

Up to $75 million aggregate principal amount; 30-day option

Expected underwriters' option solely to cover over-allotments

Notes maturity

October 15, 2032

Unless earlier repurchased, redeemed or converted

Previous Offering Reports

3 past events · Latest: Feb 02

Same Type 3 events

1. Feb 02

   Offering closed

   24h Move

   -2.9%

   Closed a $632.5 million common-share offering after full exercise of the underwriters' option.

2. Jan 29

   Offering priced

   24h Move

   +1.4%

   Priced 11 million common shares at $50 each, with a 30-day option for additional shares.

3. Jan 29

   Offering commenced

   24h Move

   +1.4%

   Proposed $500 million of common stock and pre-funded warrants with a $75 million option.

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, senior, unsecured obligations, +1 more

5 terms

pre-funded warrants financial

"offerings of $500 million of its common stock and 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.

convertible senior notes financial

"$500 million aggregate principal amount of 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.

senior, unsecured obligations financial

"The notes will be senior, unsecured obligations of Vaxcyte"

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.

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. 05, 2026 (GLOBE NEWSWIRE) -- Vaxcyte, Inc. (Nasdaq: PCVX), a clinical-stage vaccine innovation company, today announced that it has commenced underwritten public offerings of $500 million of its common stock and pre-funded warrants and $500 million aggregate principal amount of convertible senior notes due 2032 (the “notes”) in separate public offerings registered under the Securities Act of 1933, as amended. All shares of common stock, pre-funded warrants and notes to be sold in the offerings will be offered by Vaxcyte. Vaxcyte intends to grant the underwriters a 30-day option to purchase up to an additional $75 million of shares of its common stock, and expects to grant the underwriters a 30-day option to purchase up to an additional $75 million aggregate principal amount of notes solely to cover over-allotments. The completion of the common stock and pre-funded warrant offering will not be contingent on the completion of the note offering, and the completion of the note offering will not be contingent on the completion of the common stock and pre-funded warrant offering. The offerings are subject to market and other conditions, and there can be no assurance as to whether or when either offering may be completed, or as to the actual size or terms of either offering.

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

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

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

The notes will be senior, unsecured obligations of Vaxcyte, will accrue interest payable semi-annually in arrears and will mature on October 15, 2032, unless earlier repurchased, redeemed or converted. Noteholders will have the right to convert their notes in certain circumstances and during specified periods. Vaxcyte will settle conversions by paying or delivering, as applicable, cash, shares of its common stock or a combination of cash and shares of its common stock, at Vaxcyte's election.

The notes will be redeemable, in whole or in part (subject to certain limitations), for cash at Vaxcyte's option at any time, and from time to time, on or after October 22, 2029 and on or before the 20th scheduled trading day immediately before the maturity date, but only if the last reported sale price per share of Vaxcyte's common stock exceeds 130% of the conversion price for a specified period of time. The notes will also be redeemable, in whole and not in part, for cash at Vaxcyte's election at any time if the principal amount of the notes then outstanding is less than 10% of the aggregate principal amount of the notes issued in this offering (including any additional notes issued pursuant to any exercise of the underwriters' option to purchase additional notes). The redemption price will be equal to the principal amount of the notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date.

If certain corporate events that constitute a "fundamental change" occur, then, subject to a limited exception, noteholders may require Vaxcyte to repurchase their notes for cash. The repurchase price will be equal to the principal amount of the notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the fundamental change repurchase date.

The interest rate, initial conversion rate and other terms of the notes will be determined at the pricing of the note offering.

Vaxcyte intends to use the net proceeds from the common stock and pre-funded warrant offering, together with the net proceeds from the note offering, 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 our clinical studies and the potential commercial launches of our 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 our 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.

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 preliminary prospectus supplement and accompanying prospectus relating to each offering will be filed with the SEC and will be available on the SEC’s website, located at www.sec.gov. Copies of the preliminary prospectus supplements and the accompanying prospectus relating to each offering may be obtained, when available, 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 anticipated terms of the common stock, pre-funded warrants and notes being offered, the size of the proposed offerings, and Vaxcyte’s intended use of the proceeds. Words such as “aim,” “anticipate,” “could,” “designed,” “expect,” “intend,” “may,” “will” 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 market conditions, Vaxcyte’s ability to complete the offerings on the anticipated terms or at all, if the offerings are priced, the satisfaction of the closing conditions related to the offerings, risks described under the caption “Risk Factors” in the preliminary prospectus supplements (and, when available, the final prospectus supplements) for the proposed 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 may not consummate the proposed offerings described in this press release and, if the proposed offerings are consummated, cannot provide any assurances regarding the final terms of the offerings or the notes or its ability to effectively apply the net proceeds as described above. The forward-looking statements included in this press release speak only as of the date of this press release, and Vaxcyte does not undertake any obligation, 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 is Vaxcyte proposing to raise through its stock, warrant and convertible note offerings?

Vaxcyte proposes $500 million of common stock and pre-funded warrants and $500 million in convertible senior notes. It intends a 30-day option for up to $75 million of additional common stock and expects a 30-day option for up to $75 million of additional notes solely to cover over-allotments.

When can Vaxcyte redeem the proposed convertible notes?

Vaxcyte could redeem notes for cash from October 22, 2029 through the 20th scheduled trading day before maturity if its stock exceeds 130% of the conversion price for a specified period. It could also redeem all notes at any time if outstanding principal falls below 10% of the amount issued, including option notes. Redemption requires principal plus accrued unpaid interest.

What happens to Vaxcyte's proposed notes if a fundamental change occurs?

Certain corporate events constituting a fundamental change would let noteholders require Vaxcyte to repurchase their notes for cash, subject to a limited exception. The repurchase price would equal principal plus accrued and unpaid interest, if any, to, but excluding, the fundamental change repurchase date.