Axon (NASDAQ: AXON) fully retires 0.50% 2027 convertible senior notes

Rhea-AI Filing Summary

Axon Enterprise, Inc. reports that it has eliminated all of its 0.50% convertible senior notes due 2027. The company redeemed $840,000 aggregate principal amount of these notes on February 10, 2026 for cash at 100% of principal plus accrued interest.

On February 11, 2026, Axon settled conversions of an additional $80,270,000 aggregate principal amount of notes, delivering approximately $80.3 million in cash and 211,870 shares. In connection with these conversions, Axon received 41,139 shares from option counterparties under its convertible note hedges. After these redemptions and conversions, no 0.50% convertible senior notes due 2027 remain outstanding.

Insights

Capital structure analyst

Axon retires its 0.50% 2027 convertible notes in full.

Axon Enterprise has removed an entire series of 0.50% convertible senior notes due 2027. It redeemed $840,000 principal in cash and settled conversions for $80,270,000 principal with roughly $80.3 million in cash plus 211,870 shares.

The company also received 41,139 shares from option counterparties tied to its convertible note hedges, partially offsetting share issuance from the conversions. The filing states that no notes of this series remain outstanding, simplifying the debt structure and removing a future conversion overhang.

Future capital structure details, including any effects on interest expense or share count after February 2026, would typically appear in subsequent periodic reports, providing more clarity on the ongoing impact of this transaction.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

________________________________________________________

Form 8-K

CURRENT REPORT

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

February 10, 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:

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

Item 8.01 Other Events

Pursuant to a notice of redemption dated December 18, 2025, in respect of the 0.50% convertible senior notes due 2027 (the “Convertible Notes”) of Axon Enterprise, Inc. (the “Company”), the Company redeemed $840,000 aggregate principal amount of Convertible Notes on February 10, 2026, with cash, at a redemption price equal to 100% of the principal amount thereof, together with accrued and unpaid interest to, but excluding, February 10, 2026.

Further, pursuant to the notice of redemption with respect to the Convertible Notes and the indenture governing the Convertible Notes, the Company settled conversions in respect of $80,270,000 aggregate principal amount of Convertible Notes on February 11, 2026, delivering approximately $80.3 million in cash and 211,870 shares. In connection with these conversions of the Convertible Notes, the Company received 41,139 shares from option counterparties in connection with exercises of the Convertible Note hedges entered into in connection with the issuance of the Convertible Notes.

As a result of the redemptions and conversions of Convertible Notes referred to above, no Convertible Notes remain outstanding.

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: February 13, 2026			Axon Enterprise, Inc.
			By:			/s/ BRITTANY BAGLEY
						Brittany Bagley Chief Operating Officer and Chief Financial Officer

FAQ

What action did Axon Enterprise (AXON) take on its 0.50% convertible notes due 2027?

Axon Enterprise fully eliminated its 0.50% convertible senior notes due 2027. It redeemed a portion for cash and settled the remainder through noteholder conversions, using a mix of cash and shares, so that no notes in this series remain outstanding afterward.

How much of Axon Enterprise’s 0.50% convertible notes were redeemed for cash?

Axon redeemed $840,000 aggregate principal amount of its 0.50% convertible senior notes due 2027. This redemption occurred on February 10, 2026, at 100% of principal, plus accrued and unpaid interest up to, but excluding, that date, and was settled entirely in cash.

What were the terms of Axon Enterprise’s convertible note conversions in February 2026?

Axon settled conversions of $80,270,000 aggregate principal of its 0.50% convertible notes. On February 11, 2026, it delivered approximately $80.3 million in cash and 211,870 shares, satisfying converting holders under the indenture and the previously issued redemption notice.

How did Axon Enterprise’s hedge transactions affect share issuance for the 2027 notes?

In connection with the note conversions, Axon received 41,139 shares from option counterparties under its convertible note hedges. These hedge deliveries partially offset the 211,870 shares Axon issued to noteholders, limiting the net increase in its share count from the conversions.

Do any of Axon Enterprise’s 0.50% convertible senior notes due 2027 remain outstanding?

No, none of Axon’s 0.50% convertible senior notes due 2027 remain outstanding. After redeeming $840,000 principal for cash and settling $80,270,000 principal through cash-and-share conversions, the entire series was retired, leaving no remaining notes of this type.

When did Axon Enterprise’s redemption and conversion of the 2027 notes occur?

The redemption of $840,000 principal occurred on February 10, 2026, following a December 18, 2025 redemption notice. Conversions of $80,270,000 principal were settled on February 11, 2026, when Axon delivered cash and shares to the converting noteholders.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.7 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 21.4 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.2 KB