Axon Enterprise (NASDAQ: AXON) completes $196.9M convertible note exchanges

Rhea-AI Filing Summary

Axon Enterprise, Inc. updated a prior report to detail the closing of separate, privately negotiated exchange transactions with certain holders of its 0.50% Convertible Senior Notes due 2027. On December 16, 2025, holders exchanged $196,854,000 in aggregate principal amount of these notes for a combination of $196,859,243.77 in cash, which included accrued interest and cash in lieu of fractional shares, and 526,802 shares of Axon common stock. The update clarifies the total amount of notes included, reflecting an additional $19,000,000 principal amount from an exchange agreement entered into on December 15, 2025.

Insights

Capital structure analyst

Axon exchanged $196.854M of 2027 convertible notes for cash and stock.

Axon Enterprise completed separate, privately negotiated exchanges with certain holders of its 0.50% Convertible Senior Notes due 2027. Holders exchanged $196,854,000 in aggregate principal amount of notes for a mix of cash and equity, rather than keeping the notes outstanding to maturity.

The exchange consideration consisted of $196,859,243.77 in cash, which the company states includes accrued interest and cash paid instead of fractional shares, plus an aggregate of 526,802 shares of common stock. The amendment highlights that this figure incorporates an additional $19,000,000 principal amount from a separate agreement entered into on December 15, 2025.

Because the shares issued in these exchange transactions are described under unregistered sales of equity securities, they are tied to a specific negotiated recapitalization step rather than a broad public offering. Future disclosures in company filings may provide more detail on how these exchanges affect overall debt levels and share count over time.

0001069183TRUE00010691832025-12-092025-12-09

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

________________________________________________________

Form 8-K/A

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

December 9, 2025

Date of Report (Date of earliest event reported)

________________________________________________________

Axon Enterprise, Inc.

(Exact name of registrant as specified in its charter)

Delaware			001-16391			86-0741227
(State or other jurisdiction of incorporation)			(Commission File Number)			(IRS Employer Identification No.)

17800 N. 85th St.

Scottsdale, Arizona 85255

(Address of principal executive offices, including zip code)

(480) 991-0797

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

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, $0.00001 Par Value			AXON			The NASDAQ Stock Market LLC

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:

o			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 o

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. o

Explanatory Note

This Current Report on Form 8-K/A amends the Current Report on Form 8-K filed by Axon Enterprise, Inc. (the “Company”) with the Securities and Exchange Commission on December 10, 2025 (the “Original 8-K”). This Form 8-K/A is being filed solely for the purpose of updating the disclosure under Item 3.02 and Item 8.01 of the Original 8-K.

Item 3.02 Unregistered Sales of Equity Securities

The information set forth under Item 8.01 below with respect to the shares of common stock to be issued pursuant to the Exchange Transactions (as defined herein) is incorporated into this Item 3.02 by reference, insofar as it relates to the unregistered sales of equity securities.

Item 8.01 Other Events

On December 16, 2025, the Company closed the separate, privately negotiated exchange transactions referenced in the Original 8-K (collectively, the “Exchange Transactions”) with certain holders (the “Holders”) of its 0.50% Convertible Senior Notes due 2027 (the “Notes”), including an additional $19,000,000 aggregate principal amount of Notes exchanged pursuant to a separate, privately negotiated exchange agreement entered into with a Holder on December 15, 2025, subsequent to the Original 8-K. In the Exchange Transactions, Holders exchanged $196,854,000 in aggregate principal amount of the Notes for exchange consideration consisting of $196,859,243.77 in cash (inclusive of accrued interest and cash in lieu of fractional shares) and an aggregate of 526,802 shares of the Company’s common stock.

Item 9.01 Financial Statements and Exhibits

(d)Exhibits

Exhibit Number						Exhibit Description
104						The cover page from this Current Report on Form 8-K, formatted as Inline XBRL

SIGNATURE

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.

Dated: December 17, 2025			Axon Enterprise, Inc.
			By:			/s/ BRITTANY BAGLEY
						Brittany Bagley Chief Operating Officer and Chief Financial Officer

FAQ

What did Axon Enterprise, Inc. (AXON) disclose in this 8-K/A amendment?

Axon Enterprise, Inc. updated a prior report to describe the closing of separate, privately negotiated exchange transactions in which certain holders of its 0.50% Convertible Senior Notes due 2027 exchanged their notes for cash and shares of Axon common stock.

How much principal amount of Axon’s 0.50% Convertible Senior Notes due 2027 was exchanged?

Holders exchanged an aggregate principal amount of $196,854,000 of Axon’s 0.50% Convertible Senior Notes due 2027 in the privately negotiated exchange transactions.

What consideration did Axon provide in exchange for the convertible notes?

For the exchange of the notes, Axon provided total exchange consideration of $196,859,243.77 in cash, which included accrued interest and cash in lieu of fractional shares, plus an aggregate of 526,802 shares of its common stock.

What new information did this Axon (AXON) 8-K/A add compared with the original 8-K?

The amendment specifies that, in addition to the transactions described earlier, Axon included an additional $19,000,000 aggregate principal amount of notes exchanged under a separate, privately negotiated agreement entered into on December 15, 2025.

How is the exchange of Axon’s notes classified from a securities standpoint?

The exchange of Axon’s notes for cash and common stock is described under Item 3.02 Unregistered Sales of Equity Securities, and the information from Item 8.01 is incorporated there by reference.

Did Axon Enterprise, Inc. issue new common stock in connection with these exchange transactions?

Yes. As part of the exchange transactions, Axon agreed to deliver an aggregate of 526,802 shares of its common stock to the participating noteholders, along with the cash consideration.