Arrowhead Pharmaceuticals (NASDAQ: ARWR) prices equity and 0% 2032 convertible notes offerings

Rhea-AI Filing Summary

Arrowhead Pharmaceuticals is raising capital through an equity offering and a convertible notes sale. The company agreed to sell 3,100,776 shares of common stock at $64.50 per share and, for certain investors, pre-funded warrants to purchase up to 1,550,387 shares at $64.499 per warrant. Underwriters also exercised a 30-day option for an additional 456,116 shares.

The equity transactions are expected to generate net proceeds of approximately $216.6 million. Arrowhead is also issuing $625,000,000 of 0.00% convertible senior notes due 2032, plus an additional $75,000,000 option that underwriters exercised in full, with expected net proceeds of about $681.3 million. Both offerings are made under an automatic shelf registration statement and are expected to close in January 2026, subject to customary conditions.

Positive

• Significant capital infusion: The company expects net proceeds of approximately $216.6 million from the equity offering and about $681.3 million from the convertible notes, substantially increasing available cash.

• Low cash interest burden: The new convertible senior notes due 2032 carry a stated interest rate of 0.00%, limiting ongoing interest expense.

Negative

• Equity dilution risk: Issuance of 3,100,776 new shares, up to 1,550,387 shares via pre-funded warrants, and potential future conversion of the notes may dilute existing shareholders.

• Future conversion overhang: The large $700,000,000 aggregate principal amount of convertible notes (including the over-allotment) introduces uncertainty around future equity issuance upon conversion.

Insights

Capital structure and financing analyst

Arrowhead secures large equity and zero-coupon convertible financing, boosting liquidity but adding dilution and future conversion risk.

Arrowhead Pharmaceuticals is using public markets to raise substantial funding through two coordinated transactions. The equity component includes 3,100,776 common shares at $64.50 each and pre-funded warrants for up to 1,550,387 shares at $64.499, with underwriters also taking 456,116 additional shares. Net cash from this equity side is expected to be about $216.6 million, which immediately increases available capital.

In parallel, the company is issuing $625,000,000 of 0.00% convertible senior notes due 2032, plus a $75,000,000 over-allotment that has been fully exercised, for expected net proceeds of roughly $681.3 million. The zero-coupon structure limits near-term interest expense, but the notes are convertible, so they may add future equity dilution depending on conversion terms and share price at or before maturity.

Both the equity and notes offerings are made off an automatic shelf registration statement and are scheduled to close in January 2026, subject to customary closing conditions. The company has provided standard indemnification to underwriters. The overall package materially increases Arrowhead’s financial resources, while long-term impact will depend on how the added capital is deployed and how the convertibles interact with the share price over time.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

January 7, 2026

Date of Report

(Date of earliest event reported)

Arrowhead Pharmaceuticals, Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-38042		46-0408024
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

177 E. Colorado Blvd, Suite 700, Pasadena, CA 91105

(Address of principal executive offices, including Zip Code)

(626) 304-3400

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.001 per share		ARWR		The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement

Equity Offering

On January 7, 2026, Arrowhead Pharmaceuticals, Inc. (the “Company”) entered into an underwriting agreement (the “Equity Underwriting Agreement”) with Jefferies LLC and J.P. Morgan Securities LLC, as representatives of the several underwriters named therein (collectively, the “Equity Underwriters”), to issue and sell 3,100,776 shares of the Company’s common stock, $0.001 par value per share (“Common Stock”), at a public offering price of $64.50 per share or, in lieu of shares of Common Stock to certain investors, pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to 1,550,387 shares of Common Stock, at a public offering price of $64.499, which represents the per share public offering price for the common stock less the $0.001 per share exercise price for each Pre-Funded Warrant (the “Equity Offering”).

The Pre-Funded Warrants will be exercisable, at the option of each holder, in whole or in part, by delivering to us a duly executed exercise notice accompanied by payment in full for the number of shares of our common stock purchased upon such exercise (except in the case of a cashless exercise). A holder (together with its affiliates) may not exercise any portion of such holder’s Pre-Funded Warrant to the extent that the holder would own more than 9.99% of the outstanding shares of common stock immediately after exercise, except that upon at least 61 days’ written prior notice from the holder to us, the holder may increase or decrease the amount of ownership of outstanding shares of common stock after exercising the holder’s Pre-Funded Warrants up to 9.99% of the number of shares of common stock outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the Pre-Funded Warrants.

In addition, the Company granted the Equity Underwriters a 30-day option to purchase up to an additional 456,116 shares of Common Stock, on the same terms and conditions, which the Equity Underwriters exercised in full on January 8, 2026. The net proceeds from the Equity Offering are expected to be approximately $216.6 million, after deducting customary underwriting discounts and offering expenses.

The shares of Common Stock and the Pre-Funded Warrants described above are offered pursuant to an automatic shelf registration statement (File No. 333-292061) filed with the U.S. Securities and Exchange Commission (the “SEC”) on December 11, 2025. A final prospectus supplement dated January 7, 2026 relating to and describing the terms of the Equity Offering was filed with the SEC on January 8, 2026.

The Equity Offering is expected to close on January 9, 2026, subject to customary closing conditions.

In the Equity Underwriting Agreement, the Company agreed to indemnify the Equity Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”), or to contribute payments that the Equity Underwriters may be required to make because of such liabilities.

A copy of the Equity Underwriting Agreement and the form of Pre-Funded Warrant are filed as Exhibit 1.1 and 4.1, respectively, and are incorporated herein by reference. The foregoing descriptions of the Equity Underwriting Agreement and the Pre-Funded Warrants do not purport to be complete and are qualified in their entirety by reference to such exhibit.

A copy of the opinion of Gibson, Dunn & Crutcher LLP relating to the validity of the issuance and sale of the shares of Common Stock and the Pre-Funded Warrants in the Equity Offering is filed herewith as Exhibit 5.1.

Notes Offering

On January 7, 2026, the Company entered into an underwriting agreement (the “Convertible Notes Underwriting Agreement”) with J.P. Morgan Securities LLC and Jefferies LLC, as representatives of the several underwriters named therein (the “Convertible Notes Underwriters”), to issue and sell (the “Convertible Notes Offering”) $625,000,000 aggregate principal amount of its 0.00% convertible senior notes due 2032 (the “Convertible Notes”).

In addition, the Company granted the Convertible Notes Underwriters a 30-day option to purchase up to an additional $75,000,000 aggregate principal amount of Convertible Notes, solely to cover over-allotments in the Convertible Notes Offering, which the Convertible Notes Underwriters exercised in full on January 8, 2026. The net proceeds from the Convertible Notes Offering are expected to be approximately $681.3 million, after deducting customary underwriting discounts and offering expenses.

The Convertible Notes are offered pursuant to an automatic shelf registration statement (File No. 333-292061) filed with the SEC on December 11, 2025. A final prospectus supplement dated January 7, 2026 relating to and describing the terms of the Convertible Notes Offering was filed with the SEC on January 8, 2026.

The Convertible Notes Offering is expected to close on January 12, 2026, subject to customary closing conditions.

In the Convertible Notes Underwriting Agreement, the Company agreed to indemnify the Convertible Notes Underwriters against certain liabilities, including liabilities under the Securities Act, or to contribute payments that the Convertible Notes Underwriters may be required to make because of such liabilities.

A copy of the Convertible Notes Underwriting Agreement is filed as Exhibit 1.2 and is incorporated herein by reference. The foregoing description of the Convertible Notes Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to such exhibit.

Item 8.01 Other Events.

On January 7, 2026, the Company issued a press release announcing that it priced the Equity Offering and the Convertible Notes Offering. A copy of this press release is filed as Exhibit 99.1 hereto and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
1.1		Equity Underwriting Agreement, dated as of January 7, 2026, between Arrowhead Pharmaceuticals, Inc. and the representatives of the underwriters named therein.
1.2		Convertible Notes Underwriting Agreement, dated as of January 7, 2026, between Arrowhead Pharmaceuticals, Inc. and the representatives of the underwriters named therein.
4.1		Form of Pre-Funded Warrant
5.1		Opinion of Gibson, Dunn & Crutcher LLP
23.1		Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5.1)
99.1		Press release dated January 7, 2026
104		The cover page from the Company’s Current Report on Form 8-K formatted in Inline XBRL

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: January 8, 2026				ARROWHEAD PHARMACEUTICALS, INC.
				By:		/s/ Daniel Apel
						Daniel Apel
						Chief Financial Officer

FAQ

What capital is Arrowhead Pharmaceuticals (ARWR) raising in this transaction?

Arrowhead is raising capital through two offerings: an equity offering of 3,100,776 common shares at $64.50 per share with pre-funded warrants for up to 1,550,387 shares at $64.499, and a 0.00% convertible senior notes offering totaling $625,000,000 plus a $75,000,000 over-allotment.

How much net cash will Arrowhead Pharmaceuticals (ARWR) receive from these offerings?

The company expects net proceeds of approximately $216.6 million from the equity offering and about $681.3 million from the convertible notes offering, after underwriting discounts and expenses.

What are the key terms of Arrowhead Pharmaceuticals’ new convertible notes?

The company is issuing 0.00% convertible senior notes due 2032 with an aggregate principal amount of $625,000,000, plus an additional $75,000,000 purchased by underwriters under a 30-day option.

What is the structure of the equity and pre-funded warrant offering for ARWR?

Arrowhead is selling 3,100,776 shares of common stock at $64.50 per share and offering pre-funded warrants to purchase up to 1,550,387 shares at $64.499 per warrant, with a $0.001 per share exercise price, and has granted underwriters an additional 456,116 shares which were fully exercised.

When are Arrowhead Pharmaceuticals’ new offerings expected to close?

The equity offering is expected to close on January 9, 2026, and the convertible notes offering is expected to close on January 12, 2026, each subject to customary closing conditions.

Under what registration statement are Arrowhead’s equity and notes offerings being made?

Both the equity and convertible notes offerings are being conducted under an automatic shelf registration statement, File No. 333-292061, filed with the SEC on December 11, 2025.