Halozyme plans $1.05B convertible notes offering
Halozyme proposes a $1.05 billion 2033 convertible note offering, partly to refinance 2027 and 2028 convertibles and fund general corporate needs.
Rhea-AI Filing Summary
Halozyme Therapeutics, Inc. (HALO) plans a private offering, subject to market conditions and other factors, of $1.05 billion aggregate principal amount of convertible senior notes due 2033, with an expected $150 million option for initial purchasers to buy additional notes. The notes will be senior, unsecured obligations maturing on October 1, 2033, convertible under specified conditions before April 1, 2033 and at any time thereafter until shortly before maturity. Halozyme expects to enter into capped call transactions to offset potential conversion dilution and plans to use part of the net proceeds to pay for these capped calls and to repurchase portions of its existing 0.25% convertible notes due 2027 and 1.00% convertible notes due 2028, with the remainder for general corporate purposes and possible future note repurchases or repayments.
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Filing Explained
Potential dilution is only partly bounded by the planned capped calls, and the notes remain unpriced and uncompleted.
The Form 8-K leaves the transaction at the proposal stage: pricing, interest rate, conversion rate, and other terms remain undetermined, so neither the new debt nor any conversion-related shares are disclosed as issued.
The notes and any shares issuable on conversion have not been registered, and they may not be offered or sold in the United States absent registration or an applicable exemption. If conversion is settled in shares, issuing additional shares would reduce existing holders’ percentage ownership absent offsetting changes.
The company says capped calls are generally expected to reduce potential dilution, but also states that dilution would remain to the extent the stock price exceeds the capped-call price. Pricing and consummation will establish whether the offering occurs and what its final terms and proceeds uses are.
8-K Event Classification
2 items: 8.01, 9.01
2 items
Item 8.01
Other Events
Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Key Figures
Proposed offering size: $1.05 billion aggregate principal amount
Additional purchasers’ option: $150 million aggregate principal amount
Maturity date: October 1, 2033
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7 metrics
Proposed offering size
$1.05 billion aggregate principal amount
Convertible senior notes due 2033 to be offered in a private placement
Additional purchasers’ option
$150 million aggregate principal amount
13-day option for initial purchasers to buy additional notes
Maturity date
October 1, 2033
Maturity of the new convertible senior notes
Free-conversion start date
April 1, 2033
After this date, notes convertible at any time until shortly before maturity
Existing notes coupon 2027
0.25%
Coupon on existing convertible senior notes due 2027 targeted for repurchase
Existing notes coupon 2028
1.00%
Coupon on existing convertible senior notes due 2028 targeted for repurchase
Capped call coverage
Number of shares initially underlying the notes
Capped calls expected to cover the shares initially underlying the Convertible Notes
Key Terms
convertible senior notes, capped call transactions, qualified institutional buyers, fundamental change, +2 more
6 terms
convertible senior notes financial
"aggregate principal amount of convertible senior notes due 2033"
Convertible senior notes are a type of loan that a company issues to investors, which can be turned into company shares later on. They are called "senior" because they are paid back before other debts if the company runs into trouble. This allows investors to earn interest like a loan but also have the chance to own part of the company if its value rises.
capped call transactions financial
"enter into privately negotiated capped call transactions relating to the Convertible Notes"
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.
qualified institutional buyers regulatory
"offered and sold only to persons reasonably believed to be “qualified institutional buyers”"
Qualified institutional buyers are large organizations, like big investment firms or banks, that are allowed to buy certain types of investment opportunities not available to everyday investors. Their size and experience matter because it ensures they understand and can handle complex financial deals, making markets more efficient and secure.
fundamental change financial
"following any repurchase of the Convertible Notes by us in connection with any fundamental change"
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.
forward-looking statements regulatory
"This press release contains “forward-looking statements” within the meaning of the"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
anti-dilution adjustments financial
"subject to anti-dilution adjustments substantially similar to those applicable"
Anti-dilution adjustments are changes made to the ownership stakes or value of an investment to protect investors from having their shares become less valuable if the company issues new shares at a lower price. Imagine buying a piece of a pie, and then the pie is cut into more slices without increasing in size—these adjustments help ensure your slice still retains its worth. They matter to investors because they help preserve the value of their investment when the company’s share price drops.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What type and size of financing is Halozyme Therapeutics (HALO) announcing?
Halozyme plans to offer $1.05 billion aggregate principal amount of convertible senior notes due 2033, with an additional $150 million option for the initial purchasers, in a private offering to persons reasonably believed to be qualified institutional buyers.
When do Halozyme’s new 2033 convertible senior notes mature and become freely convertible?
The new convertible senior notes will mature on October 1, 2033. Before April 1, 2033, they are convertible only if certain conditions are met; on and after April 1, 2033, they are convertible at any time until shortly before maturity.
How does Halozyme (HALO) plan to use the net proceeds from the convertible note offering?
Halozyme expects to use part of the net proceeds to pay the cost of capped call transactions, part to repurchase portions of its 0.25% 2027 and 1.00% 2028 convertible notes, and the remainder for general corporate purposes and potential future note repurchases or repayments.
What is the purpose of the capped call transactions in Halozyme’s financing?
The capped call transactions are expected to reduce potential dilution upon conversion of the new notes and/or offset cash payments above principal if the stock price exceeds the conversion price, subject to a cap level beyond which dilution or unoffset cash payments may occur.
Who can purchase Halozyme’s new 2033 convertible senior notes?
The notes will be offered and sold only to persons reasonably believed to be qualified institutional buyers in a private offering. The securities are not registered under the Securities Act and may not be publicly offered or sold in the United States without registration or an applicable exemption.
How will Halozyme settle conversions of the new 2033 convertible notes?
Upon conversion, Halozyme will settle the notes in cash and, if applicable, shares of its common stock, at the company’s election, according to the terms established at pricing.
:What existing Halozyme convertible notes are referenced in this financing transaction?
Halozyme refers to its outstanding 0.25% convertible senior notes due 2027 and 1.00% convertible senior notes due 2028, and expects to repurchase portions of these notes for cash through privately negotiated transactions around the time of the new offering’s pricing.
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
| Date of Report (Date of Earliest Event Reported): | ||||||||
(Exact name of registrant as specified in its charter)
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Commission File Number 001-32335
| (State or other jurisdiction of incorporation) | (I.R.S. Employer Identification No.) | |||||||
| (Zip Code) | ||||||||
| (Address of principal executive offices) | ||||||||
(858 ) 794-8889
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
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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:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
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 8.01 Other Events
On September 16, 2026, Halozyme Therapeutics, Inc. (the “Company”) issued a press release announcing that it proposes to offer, subject to market conditions and other factors, $1.05 billion aggregate principal amount of convertible senior notes due 2033 (the “Convertible Notes”). The Company also expects to grant a 13-day option to the initial purchasers to purchase up to an additional $150 million aggregate principal amount of the Convertible Notes.
A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated into this Item 8.01 by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |||||||
99.1 | Press release dated September 16, 2026 | |||||||
| 104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) | |||||||
*Certain schedules omitted pursuant to Item 601(a)(5) of Regulation S-K. Halozyme agrees to furnish supplementally a copy of any omitted schedule to the SEC upon request.
SIGNATURES
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.
| Halozyme Therapeutics, Inc. (Registrant) | |||||||||||||||||
Dated: | September 16, 2026 | By: | /s/ Darren Snellgrove | ||||||||||||||
| Darren Snellgrove | |||||||||||||||||
| Executive Vice President, Chief Financial Officer | |||||||||||||||||
Exhibit 99.1
Halozyme Therapeutics, Inc. Announces Proposed Offering of $1.05 Billion of Convertible Senior Notes due 2033
SAN DIEGO, CA, September 16, 2026 — Halozyme Therapeutics, Inc. (Nasdaq: HALO) (“Halozyme” or the “Company”), today announced that it intends to offer, subject to market conditions and other factors, $1.05 billion aggregate principal amount of convertible senior notes due 2033 (the “Convertible Notes”). The Company also expects to grant a 13-day option to the initial purchasers to purchase up to an additional $150 million aggregate principal amount of the Convertible Notes. The Convertible Notes are to be offered and sold only to persons reasonably believed to be “qualified institutional buyers” pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”).
The Convertible Notes will be senior, unsecured obligations of the Company and will accrue interest payable semi-annually in arrears. The Convertible Notes will mature on October 1, 2033, unless earlier redeemed, repurchased or converted in accordance with their respective terms prior to such date. Prior to the close of business on the business day immediately preceding April 1, 2033, the Convertible Notes will be convertible only upon the satisfaction of certain conditions and during certain periods, and on and after April 1, 2033, at any time prior to the close of business on the second scheduled trading day immediately preceding the maturity date of the Convertible Notes, the Convertible Notes will be convertible regardless of these conditions. The Company will settle conversions in cash and, if applicable, shares of the Company’s common stock, at the Company’s election. The initial conversion rate, interest rate and other terms of the Convertible Notes will be determined at the time of pricing in negotiations with the initial purchasers of the Convertible Notes.
In connection with the pricing of the Convertible Notes, the Company intends to enter into privately negotiated capped call transactions relating to the Convertible Notes with one or more financial institutions, which may include one or more of the initial purchasers and/or their respective affiliates. The capped call transactions relating to the Convertible Notes will initially cover, subject to customary adjustments, the number of shares of our common stock that will initially underlie the Convertible Notes. If the initial purchasers exercise their option to purchase additional notes, the Company may enter into additional capped call transactions with the option counterparties.
The Company expects to use a portion of net proceeds of the offering to fund the cost of entering into the capped call transactions. The Company also expects to use a portion of the net proceeds of the offering to enter into privately negotiated agreements with certain holders of its outstanding 0.25% convertible senior notes due 2027 (the “2027 Notes”) and 1.00% convertible senior notes due 2028 (the “2028 Notes” and, together with the 2027 Notes, the “Existing Convertible Notes”) to repurchase their Existing Convertible Notes for cash through privately negotiated transactions entered into concurrently with or shortly after the pricing of the proposed offering (the “Note Repurchases”).
The Company intends to use the remainder of the net proceeds from the offering for general corporate purposes, including working capital, capital expenditures, potential acquisitions and strategic transactions, and, potentially, future note repurchases including repurchases of the Existing Convertible Notes from
time to time following the offering or for the repayment of the Notes at maturity or upon early optional redemption at the Company’s discretion. If the initial purchasers exercise their option to purchase additional notes, the Company intends to use a portion of the net proceeds from the sale of additional notes to fund the cost of entering into additional capped call transactions.
The Note Repurchases could increase (or reduce the size of any decrease in) the market price of the Company’s common stock or the Convertible Notes. We also expect that some existing noteholders may purchase or sell shares of the Company’s common stock in the market to hedge their exposure in connection with these transactions. The Note Repurchases and any associated hedging by holders could affect the market price of the Company’s common stock prior to, concurrently with or shortly after the pricing of the Convertible Notes and could also result in a higher effective conversion price for the Convertible Notes.
The capped call transactions relating to the Convertible Notes are generally expected to reduce potential dilution to the Company’s common stock upon conversion of the Convertible Notes and/or offset the amount of any potential cash payments the Company may be required to make in excess of the principal amount of converted Convertible Notes, as the case may be, in the event that the market price per share of our common stock, as measured under the terms of the capped call transactions, is greater than the strike price of the capped call transactions, which initially corresponds to the conversion price of the Convertible Notes and is subject to anti-dilution adjustments substantially similar to those applicable to the conversion rate of the Convertible Notes. If, however, the market price per share of our common stock, as measured under the terms of the capped call transactions, exceeds the cap price of the capped call transactions, there would nevertheless be dilution and/or there would not be an offset of such potential cash payments, in each case, to the extent that such market price exceeds the cap price of the capped call transactions.
The Company 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 various derivative transactions with respect to our common stock and/or purchase shares of our common stock concurrently with or shortly after the pricing of the Convertible Notes. This activity could increase (or reduce the size of any decrease in) the market price of our common stock or the Convertible Notes at that time.
In addition, the Company has been advised that the option counterparties or their respective affiliates may modify their hedge positions by entering into or unwinding various derivatives with respect to our common stock and/or purchasing or selling our common stock or other securities of ours in secondary market transactions following the pricing of the Convertible Notes and from time to time prior to the maturity of the Convertible Notes (and (x) are likely to do so during any observation period related to a conversion of the Convertible Notes, following any redemption of the Convertible Notes by us, or following any repurchase of the Convertible Notes by us in connection with any fundamental change and (y) are likely to do so following any repurchase of Convertible Notes by us other than in connection with any such redemption or any fundamental change if we elect 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 decrease in the market price of our common stock or the Convertible Notes, which could affect a holder’s ability to convert its Convertible Notes and, to the extent the activity occurs during any observation period related to a conversion of the Convertible Notes, it could affect the number of shares of
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our common stock and value of the consideration that a holder will receive upon conversion of its Convertible Notes.
This press release is neither an offer to sell nor a solicitation of an offer to buy the Convertible Notes or the shares of the Company’s common stock issuable upon conversion of the Convertible Notes, if any, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction. Any offer of these securities will be made only by means of a private offering memorandum.
The offer and sale of the Convertible Notes and the shares of the Company’s common stock issuable upon conversion of the Convertible Notes, if any, have not been registered under the Securities Act, or the securities laws of any other jurisdiction, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
Forward-looking Statements
This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, provisions of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended, regarding the planned offering. Words such as “anticipates,” “estimates,” “expects,” “projects,” “forecasts,” “intends,” “plans,” “will,” “believes” and words and terms of similar substance used in connection with any discussion identify forward-looking statements. These forward-looking statements are based on management’s current expectations and beliefs about future events and are inherently susceptible to uncertainty and changes in circumstances. Except as required by law, the Company is under no obligation to, and expressly disclaims any obligation to, update or alter any forward-looking statements whether as a result of such changes, new information, subsequent events or otherwise. With respect to the planned offering, such uncertainties and circumstances include whether the Company will offer the Convertible Notes or consummate the offering; and the anticipated terms of the Convertible Notes and the use of the net proceeds from the offering. Various factors could also adversely affect the Company’s operations, business or financial results in the future and cause the Company’s actual results to differ materially from those contained in the forward-looking statements, including those factors discussed in detail in the “Risk Factors” sections contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 and the Company’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2026 and June 30, 2026, which are filed with the Securities and Exchange Commission.
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About Halozyme
Halozyme is a biopharmaceutical company advancing disruptive solutions to improve patient experiences and outcomes for emerging and established therapies. As the innovators of ENHANZE® drug delivery technology with the proprietary enzyme rHuPH20, Halozyme's commercially-validated solution is used to facilitate the subcutaneous delivery of injected drugs and fluids, with the goal of reducing treatment burden and improving convenience. ENHANZE® has touched more than one million patient lives through ten commercialized products across over 100 global markets, and is licensed to leading pharmaceutical and biotechnology companies including Roche, Takeda, Pfizer, Janssen, AbbVie, Eli Lilly, Bristol Myers Squibb, argenx, ViiV Healthcare, Chugai Pharmaceutical, Acumen Pharmaceuticals, Merus N.V., GSK and Incyte.
Halozyme expanded its drug delivery technology portfolio to develop partner products using Hypercon™ and Surf Bio’s hyperconcentration technology. Hypercon™ is a microparticle technology with the potential to set a new standard in hyperconcentration of drugs and biologics by reducing injection volume for the same dosage and enabling administration in at-home and healthcare-provider settings. The addition of Surf Bio’s polymer-based hyperconcentration technology may further broaden the range of biologics that can be delivered subcutaneously. Together, we believe Hypercon™ and Surf Bio’s technology complement ENHANZE® by enabling creation and delivery of highly concentrated biologics. The Hypercon™ technology has been licensed to leading biopharmaceutical partners, including Janssen, Eli Lilly, argenx, Vertex Pharmaceuticals, and Oruka Therapeutics.
Halozyme also develops, manufactures and commercializes drug-device combination products using advanced auto-injector technologies designed to improve convenience, reliability and tolerability, enhancing patient comfort and adherence. The Company has two proprietary commercial products, Hylenex® and XYOSTED®, partnered commercial products and ongoing development programs with Teva Pharmaceuticals and McDermott Laboratories Limited, an affiliate of Viatris Inc.
Halozyme is headquartered in San Diego, CA, with offices in Ewing, NJ; Minnetonka, MN; and Boston, MA. Minnetonka is also the site of its operations facility.
Contacts
Tram Bui
VP, Investor Relations and Corporate Communications
609-333-7668
tbui@halozyme.com
Sydney Charlton
Teneo
Teneo
917-972-8407
sydney.charlton@teneo.com
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