Axon plans $1B 0% convertible notes due 2031

Axon plans a $1.0 billion 0% convertible notes offering while expanding and extending its revolving credit facility under an amended credit agreement.

Rhea-AI Filing Summary

Axon Enterprise, Inc. (AXON) entered into a Second Amendment to its Credit Agreement, conditioned upon consummation of an offering of 0% Convertible Notes due 2031. The amendment is expected to increase the revolving credit facility from $300.0 million to $500.0 million with the ability to increase it by an additional $150.0 million, and to extend the maturity to up to five years from the closing of the Second Amendment, subject to detailed conditions linked to Axon’s convertible and other permitted convertible indebtedness.

The Revolving Facility will bear interest at SOFR plus 1.25% to 1.75% per year, with a 0.15% per annum commitment fee on unused commitments, and continues to include financial and operational covenants, including a maximum net leverage ratio of 3.50 to 1.00 (with a temporary 1.00 step-up after certain acquisitions) and a minimum interest coverage ratio of 3.50 to 1.00. Axon separately announced a proposed public offering of $1.0 billion aggregate principal amount of 0% convertible senior notes due 2031, with an expected $150.0 million over-allotment option, and plans to use part of the net proceeds to fund capped call transactions and the remainder for general corporate purposes, including potential acquisitions and growth investments.

Filing Explained

The proposed notes are not issued; if completed, they would add senior debt and could require cash or shares at conversion or repurchase.

Axon reports that the proposed notes could be settled in cash, common stock, or a combination if issued and later converted or repurchased; no notes or shares have yet been disclosed as issued. The credit-amendment changes therefore remain conditioned on completion of the offering.

The notes would be senior unsecured obligations due September 15, 2031, with no regular interest, while their conversion rate and other final terms remain unset. If Axon delivers shares, the share count would increase and an existing holder’s percentage ownership would decline absent offsetting changes.

Axon expects capped calls to reduce potential dilution or offset certain cash payments above principal, but only up to a cap. Noteholders may also require repurchase on March 20, 2031; Axon may satisfy part of that principal with shares up to a specified maximum.

The pricing disclosure and final offering documents will determine the conversion rate, cap price, premium, and final amount issued, including any exercised over-allotment option.

8-K Event Classification

4 items: 1.01, 2.03, 7.01, 9.01

4 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 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

Revolving Facility size: $500.0 million Revolving Facility accordion feature: $150.0 million Revolving Facility interest margin: SOFR + 1.25% to 1.75% per year +5 more

8 metrics

Revolving Facility size $500.0 million Expected increased size of Axon’s revolving credit facility under the Second Amendment, from $300.0 million

Revolving Facility accordion feature $150.0 million Additional amount by which Axon may further increase the Revolving Facility

Revolving Facility interest margin SOFR + 1.25% to 1.75% per year Interest rate range based on Axon’s net leverage ratio

Commitment fee 0.15% per annum Fee on the average daily unused amount of each lender’s revolving credit commitment, paid quarterly

Convertible notes base offering size $1.0 billion Aggregate principal amount of 0% convertible senior notes due 2031 Axon intends to offer

Over-allotment option $150.0 million Additional aggregate principal amount of notes the underwriters may purchase to cover over-allotments

Maximum net leverage ratio 3.50 to 1.00 Maximum net leverage ratio required under the Credit Agreement, with a possible temporary 1.00 step-up

Minimum interest coverage ratio 3.50 to 1.00 Minimum interest coverage ratio required under the Credit Agreement

Key Terms

0% convertible senior notes, capped call transactions, net leverage ratio, fundamental change, +2 more

6 terms

0% convertible senior notes financial

"offering of 0% Convertible Notes due 2031 (the “Convertible Notes”)"

0% convertible senior notes are a type of loan a company borrows that doesn't pay interest upfront. Instead, the company promises to pay back the amount later, and these notes can be turned into shares of the company's stock if certain conditions are met. They matter because they help companies raise money without immediate interest costs, while giving investors a chance to own part of the company later.

capped call transactions financial

"use a portion of the net proceeds of the offering of the Notes to pay the cost of the capped call transactions"

Capped call transactions are agreements where investors buy options that give them the chance to benefit if a stock's price goes up, but with a limit on how much they can gain. This helps protect them from paying too much if the stock's price rises a lot, similar to having a maximum limit on a reward. They matter because they help investors manage risk while still allowing some upside potential.

net leverage ratio financial

"pricing grid based on the Company’s net leverage ratio"

The net leverage ratio measures how much debt a company has compared to its available assets or earnings, after accounting for its cash and liquid assets. It helps investors understand how heavily a company relies on borrowed money to finance its operations and growth. A higher ratio indicates greater financial risk, while a lower ratio suggests a more cautious approach to borrowing.

fundamental change financial

"If Axon undergoes certain corporate events that constitute a “fundamental change,” then"

A fundamental change is a major shift in how a company or economy operates, like a new technology or a big change in leadership. It matters because such changes can affect the value or stability of investments, making them more or less attractive. Think of it like a major upgrade or shift in the rules of a game that can change the outcome.

holder repurchase option financial

"noteholders may require Axon to repurchase their Notes on March 20, 2031 at a repurchase price"

cleanup redemption financial

"Axon may also redeem for cash all, but not less than all, of the Notes at any time if the principal amount of Notes outstanding at such time is less than 10%"

A cleanup redemption is a provision that lets an issuer repay the remaining small balance of a loan or bond early once outstanding principal falls below a preset threshold. It matters to investors because it ends future interest payments sooner than expected and forces them to reinvest the returned cash, which can change their expected yield and timing of income—think of it as the issuer sweeping up the last pieces of a puzzle and handing them back to you.

Offering Details

shelf

Offering

Offering Type shelf

Use of Proceeds Portion of net proceeds to pay the cost of capped call transactions; remaining net proceeds for general corporate purposes, including capital to support growth and potential acquisitions or investments.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What major financing transaction did AXON announce in this Form 8-K?

Axon announced that it intends to offer $1.0 billion aggregate principal amount of 0% convertible senior notes due 2031 in a registered public offering, with an expected $150.0 million over-allotment option for the underwriters.

How is Axon (AXON) changing its revolving credit facility?

Axon expects to increase its existing revolving credit facility from $300.0 million to $500.0 million, with the ability to increase it by an additional $150.0 million, and to extend the maturity to up to five years from the closing of the Second Amendment.

What are the key financial covenants in Axon’s amended Credit Agreement?

The Credit Agreement includes a maximum net leverage ratio of 3.50 to 1.00 (with a temporary 1.00 step-up for four quarters after a permitted acquisition) and a minimum interest coverage ratio of 3.50 to 1.00, each tested over a trailing four fiscal quarter period.

How much will Axon (AXON) pay in interest and fees on the Revolving Facility?

The Revolving Facility will bear interest at SOFR plus 1.25% to 1.75% per year based on Axon’s net leverage ratio. Axon must also pay a 0.15% per annum commitment fee quarterly on each lender’s average daily unused revolving credit commitment.

What does Axon intend to do with the net proceeds from the convertible notes offering?

Axon intends to use a portion of the net proceeds to pay the cost of the capped call transactions related to the notes and expects to use the remaining net proceeds for general corporate purposes, including capital to support growth and potential acquisitions or investments.

When do Axon’s proposed 0% convertible senior notes mature and what are key investor protections?

The notes will mature on September 15, 2031, unless earlier converted, redeemed or repurchased. Holders may require Axon to repurchase for cash upon certain fundamental changes and on March 20, 2031 under a holder repurchase option, at 100% of principal plus any accrued special interest.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/15/2026 - 07:21 AM Accepted by SEC EDGAR 09/15/2026 - 07:20 AM Learn about SEC filing dates

false 0001069183 0001069183 2026-09-15 2026-09-15

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

September 15, 2026

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)

(1-800) 978-2737

(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:

☐ 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))

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.

Credit Agreement Amendment

On September 15, 2026, the Company entered into a second amendment (the “Second Amendment”) to its credit agreement, by and among the Company, as borrower, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent (the “Administrative Agent”), which amends the Credit Agreement, dated December 15, 2022, among the Company, as borrower, the Administrative Agent, J.P. Morgan Securities LLC, as sole bookrunner and sole left lead arranger and the other lenders party thereto from time to time (as amended by Amendment No. 1, dated March 11, 2025 and as further amended, supplemented or otherwise modified, the “Credit Agreement”). The Second Amendment is expected to become effective substantially concurrently with, and its effectiveness is conditioned upon, the consummation of an offering of 0% Convertible Notes due 2031 (the “Convertible Notes” and such offering, the “Notes Offering”). The Second Amendment is expected to increase the existing revolving credit facility (the “Revolving Facility”) under the Credit Agreement from $300.0 million to $500.0 million, with the ability to increase the Revolving Facility by an additional $150.0 million, extend the maturity date of the Credit Agreement from March 11, 2030 to up to five years from the closing of the Second Amendment (such maturity date being the earliest to occur of (a) the fifth anniversary of the closing of the Second Amendment, expected to be September 18, 2031, (b) the date that is 91 days prior to the stated maturity date of the Convertible Notes, unless such Convertible Notes have been redeemed, repurchased, converted or defeased in full, and any refinance indebtedness incurred in connection therewith has a stated maturity date of at least 91 days after the date that is 5 years from the closing of the Second Amendment, (c) the date that is 91 days prior to March 20, 2031 (the expected optional repurchase date of the Convertible Notes), but only if (i) either (x) the Company has timely provided a Convertible Notes put share settlement notice to the Administrative Agent from, and including, December 11, 2030 to, and including, December 18, 2030, electing to settle any optional repurchases of Convertible Notes by delivering the maximum number of shares of the Company’s common stock the Company is then permitted to deliver in respect of such optional repurchases under the Convertible Notes (a “Lender Put Share Settlement Notice”) and the last reported sale price per share of the Company’s common stock is less than $350 on December 18, 2030, or (y) the Company has not timely provided a Lender Put Share Settlement Notice and the last reported sale price per share of the Company’s common stock on December 18, 2030, is less than the conversion price then in effect for the Convertible Notes and (ii) the Convertible Notes have not been redeemed, repurchased, converted or defeased in full, and (d) the date that is 91 days prior to the stated maturity date of any other permitted convertible indebtedness the Company may issue, unless such other indebtedness has been redeemed, repurchased, converted or defeased in full, and any refinance indebtedness incurred in connection therewith has a stated maturity date of at least 91 days after the date that is 5 years from the closing of the Second Amendment), permit the Notes Offering and provide for other updates to the covenants and terms of the Credit Agreement.

The Revolving Facility bears interest at SOFR plus 1.25% to 1.75% per year determined in accordance with a pricing grid based on the Company’s net leverage ratio. The Company is required to pay a commitment fee quarterly in arrears on the average daily unused amount of each Lender’s revolving credit commitment at a rate equal to 0.15% per annum.

The Credit Agreement contains affirmative and negative covenants including, among other things, financial reporting, limitations on indebtedness, liens, fundamental changes, asset sales, investments, sale and leaseback transactions, swap agreements, restricted payments, transactions with affiliates, restrictive agreements, and amendment of certain material documents. The negative covenants are subject to certain exceptions, baskets and similar qualifications. In addition, the Credit Agreement requires the Company to comply with a maximum net leverage ratio of no greater than 3.50 to 1.00 (subject to a 1.00 step-up for the four quarters following a permitted acquisition) and a minimum interest coverage ratio of no less than 3.50 to 1.00, each based upon a trailing four fiscal quarter period.

The Credit Agreement contains events of default that include, among other things, failure to make certain payments, inaccuracy of representations and warranties, covenant defaults, cross-default to material indebtedness, bankruptcy and insolvency defaults, material judgment defaults, ERISA defaults and a change of control default. The Company expects to file the Second Amendment as an exhibit to a subsequent exchange act filing.

Item 2.03. Creation of a Direct Financial Obligation of a Registrant.

The information set forth under Item 1.01 is incorporated by reference into this Item 2.03.

Item 7.01 Regulation FD Disclosure.

On September 15, 2026, the Company issued a press release announcing the launch of the Notes Offering. A copy of the press release is furnished as Exhibit 99.1 hereto and the press release is incorporated herein by reference.

The information in this Item 7.01 of this Current Report on Form 8-K, including the information contained in Exhibit 99.1 is being furnished to the U.S. Securities and Exchange Commission, and shall not be deemed to be “filed” for the purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by a specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description of Exhibit
99.1**		Press Release related to the Notes Offering dated September 15, 2026
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

** Furnished herewith.

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: September 15, 2026				Axon Enterprise, Inc.
				By:		/s/ BRITTANY BAGLEY
						Brittany Bagley Chief Operating Officer and Chief Financial Officer

Exhibit 99.1

Axon Announces Proposed Offering of $1.0 Billion of 0% Convertible Senior Notes

SCOTTSDALE, Ariz., September 15, 2026 – Axon Enterprise, Inc. (Nasdaq: AXON) (“Axon”) announced today that it intends to offer, subject to market and other conditions, $1.0 billion aggregate principal amount of 0% convertible senior notes due 2031 (the “Notes”) in a public offering registered under the Securities Act of 1933, as amended (the “Act”). Axon also expects to grant the underwriters of the Notes an option to purchase for settlement within an 11-day period beginning on, and including, the first date on which the Notes are issued, up to an additional $150.0 million aggregate principal amount of Notes, solely to cover over-allotments, if any.

Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC, J.P. Morgan Securities LLC, RBC Capital Markets, LLC and Citigroup Global Markets Inc. are acting as joint lead book-running managers for the offering.

Use of Proceeds

Axon intends to use a portion of the net proceeds of the offering of the Notes to pay the cost of the capped call transactions described below. Axon expects to use the remaining net proceeds for general corporate purposes, which may include, among other things, providing capital to support Axon’s growth and to acquire or invest in product lines, products, services or technologies, including through acquisitions of, or investments in, other businesses.

Additional Details of the Notes

The Notes will mature on September 15, 2031, unless earlier converted, redeemed or repurchased. The Notes will be senior, unsecured obligations of Axon and will not bear regular interest, and the principal amount of the Notes will not accrete.

Noteholders will have the right to convert their Notes in certain circumstances and during specified periods. Upon conversion, Axon will pay or deliver, as the case may be, cash, shares of Axon’s common stock or a combination of cash and shares of Axon’s common stock, at Axon’s election. The initial conversion rate and other terms of the Notes are to be determined upon pricing of the offering.

If Axon undergoes certain corporate events that constitute a “fundamental change,” then, subject to certain conditions and limited exceptions, holders may require Axon to repurchase for cash all or any portion of their Notes at a fundamental change repurchase price equal to 100% of 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.

In addition, subject to certain conditions, noteholders may require Axon to repurchase their Notes on March 20, 2031 at a repurchase price equal to the principal amount of the Notes to be repurchased, plus accrued and unpaid special interest, if any (a “holder repurchase option”). Axon may elect to satisfy all or a portion of its obligation with respect to the principal amount of the repurchase price for the holder repurchase option by issuing or delivering shares of Axon’s common stock in certain circumstances, up to a specified maximum number of shares, with the remainder (if any) of the repurchase price payable in cash, subject to and in accordance with the terms and conditions set forth in the indenture governing the Notes.

Except in the case of a cleanup redemption (as defined below), on or after September 20, 2029, and before the 31st scheduled trading day immediately before the maturity date, Axon may redeem for cash all or any portion of the Notes (subject to certain limitations), at Axon’s option, if the last reported sale price of Axon’s common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which Axon provides notice of redemption, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid special interest, if any, to, but excluding, the redemption date. Axon may also redeem for cash all, but not less than all, of the Notes at any time if the principal amount of Notes outstanding at such time is less than 10% of the aggregate principal amount of the Notes initially issued under the indenture (including any additional Notes issued pursuant to the underwriters’ over-allotment option) (a “cleanup redemption”).

Capped Call Transactions

In connection with the pricing of the Notes, Axon expects to enter into privately negotiated capped call transactions with one or more of the underwriters and/or their respective affiliates and/or other financial institutions (the “option counterparties”). The capped call transactions will cover, subject to anti-dilution adjustments substantially similar to those applicable to the Notes, the number of shares of Axon’s common stock initially underlying the Notes. If the underwriters exercise their over-allotment option, then Axon expects to enter into additional capped call transactions with the option counterparties. The capped call transactions are expected generally to reduce the potential dilution to Axon’s common stock upon any conversion of the Notes and/or offset any potential cash payments Axon 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. The cap price of the capped call transactions and the premium payable will be determined at the time of pricing of the offering.

1

Axon has been advised that, in connection with establishing their initial hedges of the capped call transactions, the option counterparties or their respective affiliates expect to enter into cash-settled over-the-counter derivative transactions with respect to Axon’s common stock concurrently with, or shortly after, the pricing of the Notes and may unwind these cash-settled over-the-counter derivative transactions and purchase shares of Axon’s common stock in open market transactions following the pricing of the Notes. This activity could increase (or reduce the size of any decrease in) the market price of Axon’s common stock or the Notes at that time. In addition, the option counterparties or their respective affiliates may modify their hedge positions by entering into or unwinding various derivatives with respect to Axon’s common stock and/or purchasing or selling shares of Axon’s common stock or other securities issued by Axon in secondary market transactions following the pricing of the Notes and prior to the maturity of the Notes (and (x) are likely to do so during any observation period related to a conversion of the Notes, following any redemption of Notes by Axon or following any repurchase of Notes by Axon in connection with any fundamental change or holder repurchase option and (y) are likely to do so following any other repurchase of Notes by Axon, if Axon elects to unwind a corresponding portion of the capped call transactions in connection with such repurchase). This activity could also cause or avoid an increase or a decrease in the market price of Axon’s common stock or the Notes, which could affect a noteholder’s ability to convert the Notes and, to the extent the activity occurs during any observation period related to a conversion of the Notes or repurchase observation period related to an exercise of the holder repurchase option, it could affect the number of shares of Axon’s common stock and value of the consideration that a noteholder will receive upon conversion or optional repurchase of the Notes.

In addition, if any such capped call transaction fails to become effective, whether or not the offering of the Notes is completed, the option counterparty party thereto may unwind its hedge positions with respect to Axon’s common stock, which could adversely affect the value of Axon’s common stock and, if the Notes have been issued, the value of the Notes.

*  *   *

About Axon

Axon (Nasdaq: AXON) is the global leader in public safety technology, relentlessly innovating to protect more lives in more places. Founder-led since 1993, Axon began with a mission to reimagine conflict in law enforcement and has grown into a global company serving everyone who takes on the responsibility of public safety, enterprise security, and national security — from first responders and governments to companies, frontline workers, and communities. Our trusted network connects TASER energy devices, cameras and sensors including body-worn, fixed and in-car cameras, drones and robotics, digital evidence and records management, real-time operations, immersive training, productivity tools, and AI-driven capabilities and insights. Designed to work seamlessly together, these solutions create a connected picture of safety that helps protect people and places with greater speed, clarity, and accountability.

Non-Axon trademarks are property of their respective owners.

Axon, Axon 911, Axon Assistant, AI Era Plan, Axon Body, Axon Body Mini, Axon Ecosystem, Axon Evidence, Axon Fusus, Axon Auto-Transcribe, Dedrone, TASER, TASER 10, the Filled Bolt within Circle Logo and the Delta Logo are trademarks of Axon Enterprise, Inc., some of which are registered in the United States and other countries. All rights reserved.

Notice to Investors; Forward-Looking Statements

The offering is being made pursuant to an effective shelf registration statement on file with the Securities and Exchange Commission (the “SEC”). The offering will be made only by means of a prospectus supplement relating to the offering and an accompanying prospectus. An electronic copy of the preliminary prospectus supplement, together with the accompanying prospectus, is available on the SEC’s website at www.sec.gov. Alternatively, copies of the preliminary prospectus supplement, together with the accompanying prospectus, can be obtained by contacting: Axon Enterprise, Inc., 17800 North 85th Street, Scottsdale, AZ 85255; Attention: Legal (telephone: (480) 905-2000). Alternatively, copies of the preliminary prospectus supplement, together with the accompanying prospectus, can be obtained by contacting: Goldman Sachs & Co. LLC, c/o Prospectus Department, 200 West Street, New York, NY 10282 by email at prospectus-ny@ny.email.gs.com, Morgan Stanley & Co. LLC, c/o Prospectus Department, 180 Varick Street, 2nd Floor, New York, NY 10014, by email at prospectus@morganstanley.com and J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, by email at prospectus-eq_fi@jpmchase.com and postsalemanualrequests@broadridge.com.

This press release is for informational purposes only and is neither an offer to sell nor a solicitation of an offer to buy the Notes or any other security, and shall not constitute an offer to sell or a solicitation of an offer to buy, or a sale of, the Notes or any other security in any jurisdiction in which such offer, solicitation, or sale is unlawful. Information contained on, or that can be accessed through, Axon’s website does not constitute part of the offering.

2

Forward-looking statements in this press release include, but are not limited to, statements regarding the completion, timing and size of the proposed offering, the intended use of proceeds, the anticipated terms of the Notes being offered and the anticipated terms of, and the effects of entering into, the capped call transactions described above, as well as statements about Axon’s future plans and goals, proposed products and services and related development efforts and activities; expectations about the market for Axon’s current and future products and services, including statements related to Axon’s user base and customer profiles. Axon may not consummate the proposed offering described in this press release and, if the proposed offering is consummated, cannot provide any assurances regarding the final terms of the offer or the Notes or its ability to effectively apply the net proceeds as described above. Words such as “may,” “will,” “should,” “could,” “would,” “predict,” “potential,” “continue,” “expect,” “anticipate,” “future,” “intend,” “plan,” “believe,” “estimate,” and similar expressions, as well as statements in future tense, identify forward-looking statements. However, not all forward-looking statements contain these words.

Axon cannot guarantee that any forward-looking statement will be realized, although it believes it has been prudent in Axon’s plans and assumptions. Achievement of future results is subject to risks, uncertainties and potentially inaccurate assumptions. The following important factors could cause actual results to differ materially from those in the forward-looking statements: Axon’s exposure to cancellations of government contracts due to non-appropriation clauses, exercise of a cancellation clause or non-exercise of contractually optional periods; the ability of law enforcement agencies to obtain funding, including based on tax revenues; Axon’s ability to design, introduce and sell new products, services or features; Axon’s ability to defend against litigation and protect Axon’s intellectual property, and the resulting costs of this activity; Axon’s ability to win bids through the open bidding process for governmental agencies; Axon’s ability to manage its supply chain and avoid production delays, shortages and impacts to expected gross margins; the impacts of inflation, macroeconomic conditions and global events; the impact of catastrophic events or public health emergencies; the impact of stock-based compensation expense, impairment expense and income tax expense on Axon’s financial results; customer purchase behavior, including adoption of Axon’s software as a service delivery model; negative media publicity or sentiment regarding Axon’s products; the impact of various factors on gross margins; defects in, or misuse of, Axon’s products; changes in the costs of product components and labor; loss of customer data, a breach of security or an extended outage, including by Axon’s third-party cloud-based storage providers; exposure to international operational risks; delayed cash collections and possible credit losses due to Axon’s subscription model; changes in government regulations in the United States and in foreign markets, especially related to the classification of Axon’s products by the United States Bureau of Alcohol, Tobacco, Firearms and Explosives; Axon’s ability to integrate acquired businesses; the impact of declines in the fair values or impairment of Axon’s investments, including Axon’s strategic investments; Axon’s ability to attract and retain key personnel; litigation or inquiries and related time and costs; Axon’s ability to remediate the material weakness in Axon’s internal controls; and counter-party risks relating to cash balances held in excess of federally insured limits. Many events beyond Axon’s control may determine whether results it anticipates will be achieved. Should known or unknown risks or uncertainties materialize, or should underlying assumptions prove inaccurate, actual results could differ materially from past results and those anticipated, estimated or projected. You should bear this in mind as you consider forward-looking statements. The Annual Report on Form 10-K that Axon filed with the Securities and Exchange Commission (“SEC”) for the year ended December 31, 2025, lists various important factors that could cause actual results to differ materially from expected and historical results. These factors are intended as cautionary statements for investors within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended. Readers can find them under the heading “Risk Factors” in Axon’s Annual Report on Form 10-K for the year ended December 31, 2025, and investors should refer to them. You should understand that it is not possible to predict or identify all such factors. Consequently, you should not consider any such list to be a complete set of all potential risks or uncertainties.

Except as required by law, Axon undertakes no obligation to publicly update forward-looking statements, whether as a result of new information, future events or otherwise. You are advised, however, to consult any further disclosures Axon makes on related subjects in Axon’s Form 8-K, 10-Q and 10-K reports to the SEC.

Media Contact:

Kate MacKinnon

Vice President, Communications

Press@Axon.com

3

Filing Exhibits & Attachments

4 documents

Press Releases

• EX-99.1 EX-99.1 22.0 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 16.8 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 10.5 KB