ARROWHEAD PHARMACEUTICALS, INC. SEC Filings

Arrowhead Pharmaceuticals, Inc. reported a sharp turnaround for the quarter ended December 31, 2025, with revenue of $264.0 million driven mainly by collaboration payments, compared with $2.5 million a year earlier. Net income attributable to the company was $30.8 million, versus a loss of $173.1 million.

Results were boosted by $229.5 million in revenue from Sarepta milestones and research, and $34.2 million from a new Novartis collaboration. Arrowhead ended the quarter with $201.6 million in cash, cash equivalents and restricted cash and $715.0 million in available-for-sale securities. The FDA approved REDEMPLO for Familial Chylomicronemia Syndrome, giving the company its first commercial RNAi product.

Arrowhead Pharmaceuticals, Inc. filed a current report to note that it has announced and discussed its fiscal 2026 financial results for the period ended December 31, 2025. These results were shared through a press release dated February 5, 2026.

The press release is provided as Exhibit 99.1 and is designated as “furnished” rather than “filed,” which limits its use in certain legal contexts. The company also included an Inline XBRL cover page data file as Exhibit 104, signed on behalf of Arrowhead by Chief Financial Officer Daniel Apel.

Arrowhead Pharmaceuticals is asking stockholders to approve several items at its virtual annual meeting on March 19, 2026, including board elections, a say-on-pay vote, ratification of KPMG as auditor, and an amended 2021 Incentive Plan. The plan would add 10,500,000 shares for equity awards and extend the plan term to January 2036, supporting long‑term stock-based compensation for employees, directors, and advisors.

The proxy highlights a majority‑independent board with a lead independent director, fully independent key committees, and a focus on environmental, social, and cybersecurity oversight. It also describes 2025 business achievements, including FDA approval of REDEMPLO for familial chylomicronemia syndrome, additional regulatory approvals abroad, major R&D and partnering milestones, and capital raises through convertible notes, common stock, and pre‑funded warrants totaling $930 million.

BlackRock, Inc. has filed an amended Schedule 13G reporting a large passive stake in Arrowhead Pharmaceuticals Inc.. As of 12/31/2025, BlackRock reports beneficial ownership of 20,323,221 shares of Arrowhead common stock, representing 15.0% of the outstanding class. BlackRock has sole voting power over 20,124,285 shares and sole dispositive power over 20,323,221 shares, with no shared voting or dispositive power.

The filing aggregates holdings across certain BlackRock business units and notes that one holder, iShares Core S&P Small-Cap ETF, on its own holds more than five percent of Arrowhead’s common stock. BlackRock certifies that the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of Arrowhead.

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.

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.

Arrowhead Pharmaceuticals, Inc. is offering 1,550,389 shares of common stock and pre-funded warrants to purchase 1,550,387 shares of common stock at $64.50 per share and $64.499 per pre-funded warrant, for total gross proceeds of about $199.998 million. Net proceeds from this equity offering are estimated at approximately $188.3 million, or $216.6 million if the underwriters fully exercise their 465,116-share option. As of September 30, 2025, Arrowhead had 135,701,794 shares of common stock outstanding. Concurrently, the company is separately offering 0.00% convertible senior notes due 2032 with an initial aggregate principal amount of $625 million. Arrowhead plans to use the equity and note proceeds, after funding capped call transactions, for general corporate purposes including R&D, clinical trials, commercialization of REDEMPLO and other late-stage products, and potentially to prepay amounts under its 15.0% Credit Facility, which together with existing cash is expected to fund operations into fiscal year 2029.

Arrowhead Pharmaceuticals, Inc. is offering $625,000,000 aggregate principal amount of 0.00% convertible senior notes due 2032, with an additional $75,000,000 available to underwriters to cover over-allotments. The notes pay no regular interest, are senior unsecured obligations, and are convertible at an initial rate of 11.4844 shares per $1,000 principal amount, equal to an initial conversion price of approximately $87.07 per share, subject to customary adjustments.

Conversion is allowed only upon specified stock-price, trading-price, corporate event, redemption and time-based triggers, and Arrowhead may settle conversions in cash, stock or a combination. The notes are redeemable at Arrowhead’s option from January 16, 2029 if the common stock trades above 130% of the conversion price, and holders can require cash repurchase upon certain fundamental changes. The notes rank equally with other senior unsecured debt, are effectively subordinated to secured debt and structurally subordinated to subsidiary liabilities.

Concurrently, Arrowhead is conducting an equity offering of 3,100,776 common shares (or pre-funded warrants to purchase 1,550,387 shares) plus an underwriter option for 465,116 additional shares. Estimated net proceeds from the notes are about $608.2 million, including approximately $42.8 million for capped call transactions, with remaining proceeds, together with an estimated $188.3 million from the concurrent equity offering and existing liquidity, intended for general corporate purposes and potential prepayment of a 15.0% Credit Facility maturing in 2031. Key risks highlight the additional leverage, subordination of the notes, absence of regular interest, refinancing and repurchase obligations, market and liquidity risks for the notes, tax complexities around conversion adjustments, and counterparty risk and complexity related to the capped call transactions.