Arrowhead (NASDAQ: ARWR) sells $700M 0% 2032 notes plus capped calls

Rhea-AI Filing Summary

Arrowhead Pharmaceuticals issued $700,000,000 of 0.00% Convertible Senior Notes due 2032. These unsecured senior notes carry no regular interest and mature on January 15, 2032, with noteholders able to convert earlier under specified conditions and freely from October 15, 2031 until shortly before maturity.

The initial conversion rate is 11.4844 shares per $1,000 principal amount, implying an initial conversion price of about $87.07 per share, subject to customary adjustments and potential increases after certain make‑whole events. Arrowhead may redeem the notes on or after January 16, 2029 if its share price exceeds 130% of the conversion price for defined trading periods, and holders can require repurchase after specified fundamental changes.

In connection with the offering, Arrowhead entered into capped call transactions that cover the shares underlying the notes. The capped calls cost approximately $47.9 million and have an initial cap price of about $119.33 per share, which is described as an 85.0% premium to the public offering price in a concurrent equity offering, aiming to limit dilution and/or offset cash paid above principal on conversion.

Insights

Capital structure analyst

Arrowhead adds $700M zero‑coupon convertible debt with dilution‑mitigating capped calls.

Arrowhead Pharmaceuticals has issued $700,000,000 of 0.00% Convertible Senior Notes due 2032, creating a sizable, long‑dated financing obligation without ongoing cash interest. The notes are senior unsecured, sit alongside other senior unsecured debt, and rank ahead of any expressly subordinated obligations while remaining behind secured and subsidiary‑level liabilities.

The initial conversion rate of 11.4844 shares per $1,000 principal implies a conversion price near $87.07 per share. Redemption is permitted for the company from January 16, 2029 if the share price exceeds 130% of the conversion price over specified trading windows, while noteholders gain a put right at par plus accrued special interest after defined fundamental changes. These mechanics create potential future equity issuance depending on share performance and holder behavior.

To address potential dilution and conversion cash outlay, the company entered into capped call transactions covering the shares underlying the notes. The capped calls cost about $47.9 million and feature an initial cap price of roughly $119.33 per share, described as an 85.0% premium to the public offering price in a concurrent equity offering. Their effectiveness will depend on the stock trading within the relevant range over the life of the notes, but structurally they are designed to reduce dilution or offset cash paid above principal on conversion.

8-K Event Classification

3 items: 1.01, 2.03, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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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 12, 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.

Indenture and Notes

On January 12, 2026, Arrowhead Pharmaceuticals, Inc. (the “Company”) issued $700,000,000 aggregate principal amount of its 0.00% Convertible Senior Notes due 2032 (the “Notes”). The Notes were issued pursuant to, and are governed by, an indenture (the “Base Indenture”), dated as of January 12, 2026, between the Company and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), as supplemented by a first supplemental indenture (the “Supplemental Indenture,” and the Base Indenture, as supplemented by the Supplemental Indenture, the “Indenture”), dated as of January 12, 2026, between the Company and the Trustee. Pursuant to an underwriting agreement with J.P. Morgan Securities LLC and Jefferies LLC, as representatives of the several underwriters named therein (the “Underwriters”), the Company granted the Underwriters an option, which is exercisable within 30 days after January 7, 2026, to purchase up to an additional $75,000,000 aggregate principal amount of Notes solely to cover over-allotments. The Notes issued on January 12, 2026 include $75,000,000 aggregate principal amount of Notes issued pursuant to the full exercise by the Underwriters of such option.

The Notes will be the Company’s senior, unsecured obligations and will be (i) equal in right of payment with the Company’s existing and future senior, unsecured indebtedness; (ii) senior in right of payment to the Company’s existing and future indebtedness that is expressly subordinated to the Notes; (iii) effectively subordinated to the Company’s existing and future secured indebtedness, to the extent of the value of the collateral securing that indebtedness; and (iv) structurally subordinated to all existing and future indebtedness and other liabilities, including trade payables, and (to the extent the Company is not a holder thereof) preferred equity, if any, of the Company’s subsidiaries.

The Notes will not bear regular interest, and the principal amount of the Notes will not accrete. However, special interest may accrue on the Notes at a rate per annum not exceeding 0.50% upon the occurrence of certain events relating to the failure to file certain SEC reports. The Notes will mature on January 15, 2032, unless earlier repurchased, redeemed or converted. Before October 15, 2031, noteholders will have the right to convert their Notes only upon the occurrence of certain events. From and after October 15, 2031, noteholders may convert their Notes at any time at their election until the close of business on the second scheduled trading day immediately before the maturity date. The Company 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 the Company’s election. The initial conversion rate is 11.4844 shares of the Company’s common stock per $1,000 principal amount of Notes, which represents an initial conversion price of approximately $87.07 per share of the Company’s common stock. The conversion rate and conversion price will be subject to customary adjustments upon the occurrence of certain events. In addition, if certain corporate events that constitute a “Make-Whole Fundamental Change” (as defined in the Indenture) occur, then the conversion rate will, in certain circumstances, be increased for a specified period of time.

The Notes will be redeemable, in whole or in part (subject to certain limitations described below), at the Company’s option at any time, and from time to time, on or after January 16, 2029 and on or before the 30th scheduled trading day immediately before the maturity date, but only if the last reported sale price per share of the Company’s common stock exceeds 130% of the conversion price on (i) each of at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the trading day immediately before the date the Company sends the related redemption notice; and (ii) the trading day immediately before the date the Company sends such redemption notice. However, the Company may not redeem less than all of the outstanding Notes unless at least $75.0 million aggregate principal amount of Notes are outstanding and not called for redemption as of the time the Company sends the related redemption notice. The redemption price will be a cash amount equal to the principal amount of the Notes to be redeemed, plus accrued and unpaid special interest, if any, to, but excluding, the redemption date. In addition, calling any Note for redemption will constitute a Make-Whole Fundamental Change with respect to that Note, in which case the conversion rate applicable to the conversion of that Note will be increased in certain circumstances if it is converted after it is called for redemption.

If certain corporate events that constitute a “Fundamental Change” (as defined in the Indenture) occur, then, subject to a limited exception for certain cash mergers, noteholders may require the Company to repurchase their Notes at a cash repurchase price equal to the principal amount of the Notes to be repurchased, plus accrued and unpaid special interest, if any, to, but excluding, the fundamental change repurchase date. The definition of Fundamental Change includes certain business combination transactions involving the Company and certain de-listing events with respect to the Company’s common stock.

The Notes will have customary provisions relating to the occurrence of “Events of Default” (as defined in the Indenture), which include the following: (i) certain payment defaults on the Notes (which, in the case of a default in the payment of any special interest that has accrued on the Notes, will be subject to a 30-day cure period); (ii) the Company’s failure to send certain notices under the Indenture within specified periods of time; (iii) a default in the Company’s obligation to convert a Note upon the exercise of the conversion right with respect thereto, if such default is not cured within three business days after its occurrence; (iv) the Company’s failure to comply with certain covenants in the Indenture relating to the Company’s ability to consolidate with or merge with or into, or sell, lease or otherwise transfer, in one transaction or a series of transactions, all or substantially all of the assets of the Company and its subsidiaries, taken as a whole, to another person; (v) a default by the Company in its other obligations or agreements under the Indenture or the Notes if such default is not cured or waived within 60 days after notice is given in accordance with the Indenture; (vi) certain defaults by the Company or any of its significant subsidiaries with respect to indebtedness for money borrowed of at least $60,000,000; and (vii) certain events of bankruptcy, insolvency and reorganization involving the Company or any of its significant subsidiaries.

If an Event of Default involving bankruptcy, insolvency or reorganization events with respect to the Company (and not solely with respect to a significant subsidiary of the Company) occurs, then the principal amount of, and all accrued and unpaid interest on, all of the Notes then outstanding will immediately become due and payable without any further action or notice by any person. If any other Event of Default occurs and is continuing, then, the Trustee, by notice to the Company, or noteholders of at least 25% of the aggregate principal amount of Notes then outstanding, by notice to the Company and the Trustee, may declare the principal amount of, and all accrued and unpaid interest on, all of the Notes then outstanding to become due and payable immediately. However, notwithstanding the foregoing, the Company may elect, at its option, that the sole remedy for an Event of Default relating to certain failures by the Company to comply with certain reporting covenants in the Indenture consists exclusively of the right of the noteholders to receive special interest on the Notes for up to 365 days at a specified rate per annum not exceeding 0.50% on the principal amount of the Notes.

The above description of the Indenture and the Notes is a summary and is not complete. A copy of the Base Indenture, the Supplemental Indenture and the form of the certificate representing the Notes are filed as exhibits 4.1, 4.2 and 4.3, respectively, to this Current Report on Form 8-K, and the above summary is qualified by reference to the terms of the Base Indenture, the Supplemental Indenture and the Notes set forth in such exhibits.

Capped Call Transactions

On January 7, 2026, in connection with the pricing of the offering of Notes, the Company entered into privately negotiated capped call transactions (the “Base Capped Call Transactions”) with certain financial institutions (the “Option Counterparties”). In addition, on January 8, 2026, in connection with the Underwriters’ exercise of their option to purchase additional Notes, the Company entered into additional capped call transactions (the “Additional Capped Call Transactions,” and, together with the Base Capped Call Transactions, the “Capped Call Transactions”) with each of the Option Counterparties. The Capped Call Transactions cover, subject to customary anti-dilution adjustments, the aggregate number of shares of the Company’s common stock that initially underlie the Notes, and are expected generally to reduce potential dilution to the Company’s common stock upon any conversion of Notes and/or offset any cash payments the Company is required to make in excess of the principal amount of converted Notes, as the case may be, with such reduction and/or offset subject to a cap, based on the cap price of the Capped Call Transactions. The cap price of the Capped Call Transactions is initially approximately $119.33 per share (subject to adjustment under the terms of the Capped Call Transactions), which represents a premium of approximately 85.0% over the public offering price per share of the Company’s common stock in the previously reported concurrent equity offering. The cost of the Capped Call Transactions was approximately $47.9 million.

The Capped Call Transactions are separate transactions, each between the Company and the applicable Option Counterparty, and are not part of the terms of the Notes and will not affect any holder’s rights under the Notes or the Indenture. Holders of the Notes will not have any rights with respect to the Capped Call Transactions.

The above description of the Capped Call Transactions is a summary and is not complete. A copy of the form of confirmation for the Capped Call Transactions is filed as exhibit 10.1 to this Current Report on Form 8-K, and the above summary is qualified by reference to the terms of the confirmation set forth in such exhibit.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.

The disclosure set forth in Item 1.01 above under the caption “Indenture and Notes” is incorporated by reference into this Item 2.03.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
4.1		Indenture, dated as of January 12, 2026, between Arrowhead Pharmaceuticals, Inc. and U.S. Bank Trust Company, National Association, as trustee.
4.2		First Supplemental Indenture, dated as of January 12, 2026, between Arrowhead Pharmaceuticals, Inc. and U.S. Bank Trust Company, National Association, as trustee.
4.3		Form of certificate representing the 0.00% Convertible Senior Notes due 2032 (included as Exhibit A in Exhibit 4.2).
5.1		Opinion of Gibson, Dunn & Crutcher LLP.
10.1		Form of Confirmation for Capped Call Transactions.
23.1		Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5.1).
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 12, 2026				ARROWHEAD PHARMACEUTICALS, INC.
				By:		/s/ Daniel Apel
						Daniel Apel
						Chief Financial Officer

FAQ

What type of financing did Arrowhead Pharmaceuticals (ARWR) complete?

Arrowhead Pharmaceuticals completed an offering of $700,000,000 aggregate principal amount of 0.00% Convertible Senior Notes due 2032, issued under an indenture with U.S. Bank Trust Company, National Association, as trustee.

What are the key terms of Arrowhead Pharmaceuticals’ 0.00% Convertible Senior Notes due 2032?

The notes bear no regular interest, mature on January 15, 2032, and are convertible at an initial rate of 11.4844 shares per $1,000 principal amount, implying a conversion price of approximately $87.07 per share, subject to customary adjustments and potential increases after specified make‑whole fundamental changes.

When can Arrowhead Pharmaceuticals redeem the new convertible notes?

Arrowhead may redeem the notes, in whole or in part subject to limitations, at its option on or after January 16, 2029 and on or before the 30th scheduled trading day before maturity, but only if its common stock’s last reported sale price exceeds 130% of the conversion price during defined trading periods.

What protections do noteholders have if Arrowhead experiences a fundamental change?

If certain corporate events constituting a Fundamental Change occur, noteholders may require Arrowhead to repurchase their notes for cash at 100% of principal plus any accrued and unpaid special interest, with Fundamental Change defined to include specified business combinations and certain de‑listing events.

What are the capped call transactions Arrowhead entered into and why are they important?

In connection with pricing the notes, Arrowhead entered into capped call transactions with financial institutions covering the shares underlying the notes. These cost about $47.9 million and have an initial cap price of approximately $119.33 per share, described as an 85.0% premium to the public offering price in a concurrent equity offering, and are expected generally to reduce potential dilution or offset cash payments above principal on conversion.

Do the capped call transactions change the rights of Arrowhead noteholders?

No. The capped call transactions are separate agreements between Arrowhead and the option counterparties. They are not part of the note terms, do not affect the indenture, and noteholders have no rights with respect to these capped call arrangements.