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  4. [8-K] AXON ENTERPRISE, INC. Reports Material Event

Axon issues $1.15B 0% convertible notes due 2031

Axon raises $1.15 billion of 0% convertible notes due 2031 and uses part of the proceeds for capped calls to help limit future dilution.

Filing Impact
(Very High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Axon Enterprise, Inc. (AXON) issued and sold $1.15 billion aggregate principal amount of 0% Convertible Senior Notes due 2031, including $150 million from the underwriters’ over-allotment option, under an Indenture with U.S. Bank Trust Company.

The Notes mature on September 15, 2031, bear no regular interest and have an initial conversion rate of 1.5336 shares per $1,000 principal amount, equivalent to a conversion price of about $652.06 per share, subject to customary adjustments and make-whole increases upon certain events. Axon may redeem the Notes for cash on or after September 20, 2029 if its stock trades at least 130% of the conversion price, and holders have repurchase rights upon a Fundamental Change and on or around March 20, 2031. Axon entered into capped call transactions covering the shares underlying the Notes, with an initial cap price of $1,049.94 per share, paying about $114.9 million to reduce potential dilution and/or excess cash outlays on conversion, and plans to use the remaining net proceeds for general corporate purposes.

Positive

  • None.

Negative

  • None.

Filing Explained

The filing records the $1,150.0 million notes as a direct financial obligation: they are general unsecured claims with no financial or operating covenants, and rank behind secured claims to collateral and the liabilities of subsidiaries.

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.
Convertible Notes Principal Amount $1,150.0 million 0% Convertible Senior Notes due 2031 issued, including over-allotment
Initial Conversion Rate 1.5336 shares per $1,000 principal Number of Axon common shares initially underlying each $1,000 of Notes
Initial Conversion Price $652.06 per share Price implied by initial conversion rate for Axon common stock
Capped Call Cap Price $1,049.94 per share Initial cap price on capped call transactions, 137.5% of $442.08 stock price
Capped Call Cost $114.9 million Approximate cost of capped call transactions funded from net proceeds
Stock Price at Pricing Date $442.08 per share Last reported sale price of Axon common stock on September 15, 2026
Redemption Stock-Price Threshold 130% of conversion price Condition for Axon’s optional cash redemption starting September 20, 2029
Maturity Date September 15, 2031 Stated maturity of the 0% Convertible Senior Notes
0% Convertible Senior Notes financial
"issued and sold $1,150.0 million aggregate principal amount of its 0% Convertible Senior Notes due 2031"
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
"entered into privately negotiated capped call transactions (the “Capped Call Transactions”) with certain financial institutions"
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.
Make-Whole Fundamental Change financial
"upon the occurrence of a Make-Whole Fundamental Change (as defined in the Indenture)"
A make-whole fundamental change is a contract clause that requires a company to compensate holders of certain securities (often convertible bonds or preferred shares) if a big event—like a merger, acquisition, or restructuring—removes or reduces the holders’ expected future benefits. Think of it as a shortcut payment that aims to leave investors financially ‘whole’ for lost upside or income, and it matters because it affects how much those investors get paid and how much such an event will cost the company.
Fundamental Change Repurchase Date financial
"accrued and unpaid special interest, if any, to, but excluding, the Fundamental Change Repurchase Date"
The fundamental change repurchase date is the specific calendar date by which holders of a security can force the issuer to buy back their shares or bonds at a pre‑agreed price after a major corporate event, such as a sale or change of control. It matters to investors because it creates a predictable exit option and protects against unwanted ownership shifts—like a lease that lets you end the contract on a set date—so the presence and timing of this date influence perceived risk and market value.
Holder Repurchase Option financial
"holders of the Notes may require the Company to repurchase their Notes on or around March 20, 2031 (the “Holder Repurchase Option”)"
Cleanup Redemption financial
"the Company 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.

FAQ

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

What type and size of security did AXON issue in this 8-K?
Axon issued $1.15 billion aggregate principal amount of 0% Convertible Senior Notes due 2031, including $150.0 million sold under the underwriters’ fully exercised over-allotment option.

What is the conversion rate and implied conversion price of AXON’s new notes?
The Notes are initially convertible at 1.5336 shares of common stock per $1,000 principal amount, equivalent to an initial conversion price of about $652.06 per share, subject to adjustment and potential make-whole increases in certain events.

When do Axon’s 0% Convertible Senior Notes due 2031 mature and when are they redeemable?
The Notes mature on September 15, 2031. Except for a cleanup redemption, Axon may redeem them for cash on or after September 20, 2029 if its stock price is at least 130% of the then-current conversion price for a specified trading period.

How will Axon (AXON) use the net proceeds from the convertible notes offering?
Axon intends to use approximately $114.9 million of net proceeds to pay the cost of capped call transactions and to use the remaining proceeds for general corporate purposes, including capital to support growth and potential acquisitions or investments.

What repurchase rights do holders of AXON’s convertible notes have?
Upon a Fundamental Change (other than an Exempted Fundamental Change), holders may require Axon to repurchase their Notes at 100% of principal plus accrued special interest, if any. Subject to conditions, holders also have a Holder Repurchase Option on or around March 20, 2031 on similar terms.

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

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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)

(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:

 

☐

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

Indenture and Notes

On September 18, 2026, Axon Enterprise, Inc. (the “Company”) issued and sold $1,150.0 million aggregate principal amount of its 0% Convertible Senior Notes due 2031 (the “Notes”), which amount includes $150.0 million aggregate principal amount of Notes sold pursuant to the Underwriters’ (as defined below) full exercise of their over-allotment option granted by the Underwriting Agreement described below. The Notes were issued pursuant to a base indenture (the “Base Indenture”), dated as of September 18, 2026, between the Company and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), as supplemented by the first supplemental indenture (the “Supplemental Indenture,” and the Base Indenture, as supplemented by the Supplemental Indenture, the “Indenture”), dated as of September 18, 2026.

The Notes will not bear regular interest, and the principal amount of the Notes will not accrete. The Company may elect to pay special interest as the sole remedy for its failure to comply with its reporting obligations, as described below, which special interest, if any, will be payable semiannually in arrears on March 15 and September 15 of each year. The Notes will mature on September 15, 2031, unless earlier converted, redeemed or repurchased.

The initial conversion rate of the Notes is 1.5336 shares of the Company’s Common Stock (“Common Stock”) per $1,000 principal amount of Notes (which is equivalent to an initial conversion price of approximately $652.06 per share). The conversion rate will be subject to adjustment upon the occurrence of certain events specified in the Indenture but will not be adjusted for accrued and unpaid special interest, if any. In addition, upon the occurrence of a Make-Whole Fundamental Change (as defined in the Indenture) or if the Company delivers a Notice of Redemption (as defined in the Indenture), the Company will, under certain circumstances, increase the conversion rate by a number of additional shares of Common Stock as described in the Indenture for a holder who elects to convert its Notes in connection with such Make-Whole Fundamental Change or to convert its Notes called (or deemed called, in the case of an Optional Redemption (as defined below)) for redemption during the related redemption period in connection with such Notice of Redemption, as the case may be.

Prior to the close of business on the business day immediately preceding June 15, 2031, the Notes will be convertible at the option of the holders thereof only under the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ending on December 31, 2026 (and only during such calendar quarter), if the last reported sale price of the Common Stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day; (2) during the five business day period after any ten consecutive trading day period in which, for each trading day of that period, the Trading Price (as defined in the Indenture), as determined following a request by a holder of Notes in accordance with the procedures described in the Indenture, per $1,000 principal amount of Notes for such trading day was less than 98% of the product of the last reported sale price of the Common Stock and the conversion rate on each such trading day; (3) if the Company calls such Notes for redemption (whether for Optional Redemption or Cleanup Redemption (as defined below)), at any time prior to the close of business on the second scheduled trading day immediately preceding the applicable redemption date, but only with respect to the Notes called (or deemed called, in the case of an Optional Redemption) for redemption; or (4) upon the occurrence of specified corporate events described in the Indenture. On or after June 15, 2031 until the close of business on the second scheduled trading day immediately preceding the maturity date of the Notes, holders of the Notes may convert all or any portion of their Notes at any time, regardless of the foregoing conditions. Upon conversion, the Notes will be settled in cash, shares of Common Stock or any combination thereof, at the Company’s option, as described in the Indenture. If the Company elects cash settlement or combination settlement, the amount of cash and shares of Common Stock, if any, will be determined based on a 30-trading-day observation period as described in the Indenture.

Except in the case of a Cleanup Redemption, on or after September 20, 2029, and before the 31st scheduled trading day immediately before the maturity date, the Company may redeem for cash all or any portion of the Notes (subject to certain limitations), at the Company’s option, if the last reported sale price of the 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 the Company provides the related notice of redemption (an “Optional 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. The Company 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 Notes initially issued under the Indenture (a “Cleanup Redemption”). No sinking fund is provided for the Notes.

Upon the occurrence of a Fundamental Change (as defined in the Indenture), other than an Exempted Fundamental Change, holders of the Notes may require the Company to repurchase all or a portion of their Notes for cash at a 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 (as defined in the Indenture).

In addition, subject to certain conditions, holders of the Notes may require the Company to repurchase their Notes on or around March 20, 2031 (the “Holder Repurchase Option”) at a repurchase price equal to the principal amount of the Notes to be repurchased, plus accrued and unpaid special interest, if any. The Company 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 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.

The Notes are the Company’s general unsecured obligations and will rank senior in right of payment to all of the Company’s indebtedness that is expressly subordinated in right of payment to the Notes, equal in right of payment with all of the Company’s liabilities that are not so subordinated (including any borrowings under the Company’s existing or future revolving line of credit), effectively junior to any of the Company’s secured indebtedness to the extent of the value of the assets securing such indebtedness, and structurally junior to all indebtedness and other liabilities (including trade payables) of the Company’s subsidiaries.

The Indenture does not contain any financial or operating covenants or restrictions on the payment of dividends, the incurrence of indebtedness or the issuance or repurchase of securities by the Company or any of its subsidiaries. The Indenture does contain customary provisions relating to consolidation, merger and sale of assets and certain protections described above in connection with a Fundamental Change and certain make-whole events. If an event of default (other than an event of default involving certain events of bankruptcy, insolvency or reorganization with respect to the Company) occurs and is continuing, either the Trustee, by written notice to the Company, or the holders of at least 25% in aggregate principal amount of the outstanding Notes, by written notice to the Company and the Trustee, may declare 100% of the principal of and accrued and unpaid interest, if any, on all of the Notes to be due and payable. In case of certain events of bankruptcy, insolvency or reorganization involving the Company (and not involving solely one or more of the Company’s Significant Subsidiaries (as defined in the Indenture)), 100% of the principal of and accrued and unpaid interest, if any, on the Notes will automatically become due and payable immediately. In addition, at the Company’s election, the sole remedy for a Reporting Event of Default (as defined in the Indenture) during the first 365 days after the expiration of the applicable 60-day cure period is special interest at a rate of 0.25% per annum for the first 180 days of that period and 0.50% per annum from the 181st through 365th day of that period, subject to a maximum rate of 0.50% per annum, after which the Notes will be subject to acceleration as described above. If the Company does not timely elect to pay, or fails to pay, such special interest, the Notes will be immediately subject to acceleration as described above. The following events are considered “events of default” with respect to the Notes, which may result in the acceleration of the maturity of the Notes:

 

  •  

the Company defaults in any payment of special interest on any Note when due and payable and the default continues for a period of 30 days;

 

  •  

(i) the Company defaults in the payment of principal of any Note when due and payable at the stated maturity, upon Optional Redemption, upon Cleanup Redemption, upon any required Fundamental Change repurchase, upon declaration of acceleration or otherwise; or (ii) the Company fails to pay or, if applicable, deliver the requisite shares of Common Stock, and such failure to deliver shares continues for five business days, when due and payable or deliverable upon any required repurchase pursuant to the Holder Repurchase Option;

  •  

failure by the Company to comply with its obligation to convert the Notes in accordance with the Indenture upon exercise of a holder’s conversion right and such failure continues for five business days;

 

  •  

failure by the Company to give (i) a Company Notice of Optional Repurchase, as described in the Indenture, when due and such failure continues for three business days, (ii) a Fundamental Change Company Notice or a notice of a Make-Whole Fundamental Change, in either case when due and such failure continues for two business days, or (iii) notice of a Specified Corporate Transaction (as described in the Indenture) when due and such failure continues for five business days;

 

  •  

failure by the Company to comply with its obligations under the Indenture with respect to consolidation, merger and sale of assets of the Company;

 

  •  

failure by the Company to comply with any of its other agreements contained in the Notes or the Indenture for a period of 60 days after written notice from the Trustee or the holders of at least 25% in principal amount of the Notes then outstanding has been received;

 

  •  

default by the Company or any Significant Subsidiary (as defined in the Indenture) with respect to any mortgage, agreement or other instrument under which there may be outstanding, or by which there may be secured or evidenced, any indebtedness for money borrowed in excess of $125,000,000 (or its foreign currency equivalent) in the aggregate of the Company and/or any such Significant Subsidiary, whether such indebtedness now exists or shall hereafter be created, (i) resulting in such indebtedness becoming or being declared due and payable prior to its stated maturity date or (ii) constituting a failure to pay the principal of any such debt when due and payable (after the expiration of all applicable grace periods) at its stated maturity, upon required repurchase, upon declaration of acceleration or otherwise, and, in the cases of clauses (i) and (ii), such acceleration shall not have been rescinded or annulled or such failure to pay or default shall not have been cured or waived, or such indebtedness is not paid or discharged, as the case may be, within 30 days after written notice to the Company by the Trustee or to the Company and the Trustee by holders of at least 25% in aggregate principal amount of the Notes then outstanding; and

 

  •  

certain events of bankruptcy, insolvency or reorganization of the Company or any Significant Subsidiary.

The foregoing description is qualified in its entirety by reference to the text of the Base Indenture, the Supplemental Indenture and the Form of 0% Convertible Senior Note due 2031, which are attached as Exhibits 4.1, 4.2 and 4.3, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

Underwriting Agreement

On September 15, 2026, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with certain underwriters (the “Underwriters”) agreeing, subject to customary conditions, to issue and sell $1,000 million principal amount of Notes to the Underwriters. In addition, pursuant to the Underwriting Agreement, the Company granted the Underwriters an 11-day option to purchase up to an additional $150.0 million principal amount of Notes solely to cover over-allotments. On September 16, 2026, the Underwriters exercised such option in full to purchase an additional $150.0 million principal amount of Notes on September 18, 2026.

The above description of the Underwriting Agreement is a summary and is not complete. A copy of the Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K, and the above summary is qualified by reference to the terms of the Underwriting Agreement set forth in such exhibit.

 

The offering of the Notes (the “Notes Offering”) was made pursuant to a shelf registration statement on Form S-3 (File No. 333-277559) (the “Registration Statement”) that was filed with the U.S. Securities and Exchange Commission (the “SEC”) and became effective on February 29, 2024, including the prospectus forming a part of the Registration Statement, a preliminary prospectus supplement, which was filed with the SEC on September 15, 2026 pursuant to Rule 424(b) under the Securities Act, and a final prospectus supplement, dated September 15, 2026, which was filed with the SEC on September 17, 2026, pursuant to Rule 424(b) under the Securities Act.

The Notes Offering closed on September 18, 2026. The Company intends to use approximately $114.9 million of the net proceeds from the Notes Offering to pay the cost of the Capped Call Transactions described below. The Company intends to use the remainder of the proceeds of the Notes Offering for general corporate purposes, which may include, among other things, providing capital to support its growth and to acquire or invest in product lines, products, services or technologies, including through acquisitions of, or investments in, other businesses.

A copy of the legal opinion of Simpson Thacher & Bartlett LLP relating to the validity of the issuance and sale of the Notes in the Notes Offering is filed as Exhibit 5.1 to this Current Report on Form 8-K and is filed with reference to, and is hereby incorporated by reference into, the Registration Statement.

Capped Call Transactions

On September 15, 2026, concurrently with the pricing of the Notes, and on September 16, 2026, in connection with the exercise in full by the Underwriters of their option to purchase additional Notes, the Company entered into privately negotiated capped call transactions (the “Capped Call Transactions”) with certain financial institutions (the “Option Counterparties”). The Capped Call Transactions cover, subject to anti-dilution adjustments substantially similar to those applicable to the Notes, the number of shares of Common Stock that initially underlie the Notes, and are expected generally to reduce potential dilution to the Common Stock upon any conversion of the Notes and/or offset any potential 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. The cap price of the Capped Call Transactions is initially $1,049.94 per share (subject to adjustment under the terms of the Capped Call Transactions), which represents a premium of 137.5% over the last reported sale price of $442.08 per share of the Common Stock on September 15, 2026. The cost of the Capped Call Transactions was approximately $114.9 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 foregoing description of the Capped Call Transactions is qualified in its entirety by reference to the form of the confirmation for the Capped Call Transactions entered into with each of the Option Counterparties on September 15, 2026 and September 16, 2026, which form is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Credit Agreement Amendment

As previously disclosed in the Company’s Current Report on Form 8-K filed on September 15, 2026 (the “September 15 8-K”), 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, amended and restated, supplemented, waived, consented to or otherwise modified, the “Credit Agreement”). The Second Amendment became effective upon the consummation of the Notes offering described above. The disclosure under item 1.01 of the September 15 8-K, relating to the Second Amendment and the Credit Agreement is incorporated by reference into this Item 1.01 of this Current Report on Form 8-K, and the description of the Second Amendment and the Credit Agreement in the September 15 8-K and in the foregoing is qualified in its entirety by reference to the text of the Second Amendment, which is attached as Exhibit 10.2 to this Current Report on Form 8-K and are incorporated herein by reference.

 

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

The information set forth in Item 1.01 in connection with the Notes and Indenture and the Credit Agreement Amendment is incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

On September 15, 2026, the Company issued a press release announcing the pricing 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 No.   

Description

1.1    Underwriting Agreement, dated as of September 15, 2026, between Axon Enterprise, Inc. and the representatives of the Underwriters named therein, relating to the issuance and sale of 0% Convertible Senior Notes due 2031.
4.1    Base Indenture, dated as of September 18, 2026, between Axon Enterprise, Inc. and U.S. Bank Trust Company, National Association, as trustee.
4.2    First Supplemental Indenture, dated as of September 18, 2026, between Axon Enterprise, Inc. and U.S. Bank Trust Company, National Association, as trustee.
4.3    Form of 0% Convertible Senior Note due 2031 (included as Exhibit A in Exhibit 4.2).
5.1    Opinion of Simpson Thacher & Bartlett LLP.
10.1    Form of Capped Call Confirmation.
10.2    Amendment No. 2, dated September 15, 2026, amending the Credit Agreement, dated December 15, 2022, among the Company, the Lenders party thereto and the Administrative Agent.
23.1    Consent of Simpson Thacher & Bartlett LLP (included in Exhibit 5.1).
99.1    Press Release related to the Notes Offering dated September 16, 2026.
101    Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.
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: September 18, 2026   Axon Enterprise, Inc.
    By:  

/s/ Brittany Bagley

      Brittany Bagley
      Chief Financial Officer and Chief Business Officer

Exhibit 99.1

Axon Announces Pricing of $1.0 Billion Offering of 0% Convertible Senior Notes Due 2031

SCOTTSDALE, Ariz., September 16, 2026 – Axon Enterprise, Inc. (Nasdaq: AXON) (“Axon”) announced today that it has priced its offering of $1.0 billion aggregate principal amount of 0% convertible senior notes due 2031 (the “Notes”). Axon also granted 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. The sale of the Notes to the underwriters is expected to settle on September 18, 2026, subject to customary closing conditions, and is expected to result in approximately $986.0 million in net proceeds to Axon (or approximately $1,134.3 million if the underwriters exercise their over-allotment option in full) after deducting the underwriters’ discount and estimated offering expenses payable by Axon.

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. Citizens JMP Securities, LLC, Needham & Company, LLC, Piper Sandler & Co. and Baird are acting as co-managers for the offering.

Use of Proceeds

Axon intends to use $99.9 million of the net proceeds of the offering of the Notes (or approximately $114.9 million if the underwriters exercise their over-allotment option for the Notes in full) 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.

The Notes may be converted at an initial conversion rate of 1.5336 shares of Axon’s common stock per $1,000 principal amount of Notes (equivalent to an initial conversion price of approximately $652.06 per share of Axon’s common stock). Prior to the close of business on the business day immediately preceding June 15, 2031, the Notes will be convertible at the option of the noteholders only upon the satisfaction of specified conditions and during certain periods. On or after June 15, 2031 until the close of business on the second scheduled trading day immediately preceding the maturity date, the noteholders may convert all or any portion of their Notes regardless of these conditions. 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.

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 before the 31st scheduled trading day immediately before the maturity date 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”).

 

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Capped Call Transactions

In connection with the pricing of the Notes, Axon has entered into privately negotiated capped call transactions with certain of the underwriters and/or their respective affiliates and other financial institutions (the “option counterparties”). The capped call transactions 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 will initially be $1,049.94, which represents a premium of 137.5% over the last reported sale price of Axon’s common stock of $442.08 per share on The NASDAQ Stock Market LLC on September 15, 2026, and is subject to certain adjustments under the terms of the capped call transactions. The cap price of the capped call transactions and the premium payable were determined at the time of pricing of the offering.

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.

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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 prospectus supplement, together with the accompanying prospectus, is available on the SEC’s website at www.sec.gov. Alternatively, copies of the 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 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.

 

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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.

Forward-looking statements in this press release include, but are not limited to, statements regarding the completion of the offering, the timing of the closing, the intended use of proceeds 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. 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

 

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Source: View Original Filing on SEC EDGAR

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