Halozyme Therapeutics, Inc. 8-K Filings

Halozyme Therapeutics, Inc. (HALO) priced an upsized private offering of $1.3 billion aggregate principal amount of 1.50% convertible senior notes due 2033, with an additional $200 million option for initial purchasers. The notes are senior unsecured, pay 1.50% interest semi-annually, and are offered only to qualified institutional buyers.

The notes have an initial conversion rate of 7.1509 shares per $1,000, equivalent to a conversion price of $139.84, a 27.5% premium to the $109.68 closing stock price on September 17, 2026. Halozyme expects net proceeds of about $1.275 billion (or $1.471 billion if the option is fully exercised).

The company plans to use approximately $162.5 million of proceeds to enter into capped call transactions with a cap price of about $208.39, and to repurchase about $151.7 million of 2027 notes and $220.0 million of 2028 notes for total cash costs of roughly $217.0 million and $435.5 million, respectively. Remaining proceeds are earmarked for general corporate purposes and potential additional note repurchases.

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.

Halozyme Therapeutics, Inc. (HALO) reported a board change. On August 14, 2026, Dannielle Appelhans was elected to the company’s Board of Directors. She joins the class of directors whose terms end at the 2028 annual meeting of stockholders and was not initially assigned to any board committee.

Appelhans will receive cash retainers plus restricted stock and stock option awards under Halozyme’s standard director compensation program for non-employee directors, as previously described in the proxy statement for the 2026 annual meeting held on May 5, 2026. The company states there are no special arrangements related to her election and no related person transactions with her.

Halozyme Therapeutics reported record second quarter 2026 results, with total revenue up 48% year-over-year to $481.0 million and royalty revenue up 50% to $307.7 million, driven mainly by ENHANZE partner products such as VYVGART Hytrulo and DARZALEX SC. Operating income reached $287.7 million and net income was $229.9 million. GAAP diluted EPS was $1.90 and Non-GAAP diluted EPS was $2.28. Adjusted EBITDA increased to $328.8 million.

The company raised its 2026 outlook, guiding to total revenue of $1.835–$1.910 billion (31%–37% growth), royalty revenue of $1.220–$1.245 billion (41%–43% growth), adjusted EBITDA of $1.225–$1.280 billion (86%–95% growth) and Non-GAAP diluted EPS of $8.65–$9.00 (108%–117% growth). Halozyme returned capital by repurchasing 4.8 million shares for $332.8 million in the quarter under its buyback programs and expanded its ENHANZE and Hypercon collaboration portfolio through new agreements with partners including GSK, Incyte, Vertex and Oruka.

Halozyme Therapeutics, Inc. reported a senior leadership change. On June 30, 2026, the company announced an update to its senior management structure and the departure of Cortney Caudill from her role as Senior Vice President and Chief Operating Officer. The company publicly expressed appreciation for Ms. Caudill’s contributions during her tenure.

Halozyme Therapeutics reported strong first quarter 2026 results and announced a major new share buyback. Total revenue rose 42% year over year to $376.7 million, driven mainly by 43% royalty growth to $240.7 million and higher product sales.

Net income increased to $150.0 million, with GAAP diluted EPS of $1.22 versus $0.93 a year ago. Non-GAAP diluted EPS rose to $1.60 from $1.11, and adjusted EBITDA reached $229.5 million versus $162.0 million. Cash and investments grew to $320.9 million as of March 31, 2026.

The company approved a new $1 billion share repurchase program, projecting at least $400 million of repurchases in 2026, and reiterated full-year 2026 guidance, including total revenue of $1.71–$1.81 billion, royalty revenue of $1.13–$1.17 billion and non-GAAP EPS of $7.75–$8.25. New collaboration and license deals with GSK, Vertex and Oruka, plus multiple partner approvals and trial milestones, expand the future ENHANZE and Hypercon royalty pipeline.

Halozyme Therapeutics, Inc. reported the results of its Annual Meeting of Stockholders held on May 5, 2026. Of 118,474,300 common shares outstanding as of the record date, 104,138,244 shares were represented, meaning a large majority of shareholders participated.

Stockholders elected Bernadette Connaughton and Matthew L. Posard as Class I directors for three-year terms, with each receiving more than a majority of the outstanding shares. They also approved, on an advisory basis, the compensation of the company’s named executive officers and ratified the selection of Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026.

Halozyme Therapeutics has appointed Darren Snellgrove as Chief Financial Officer, effective June 8, 2026, succeeding interim CFO David Ramsay, who will move to an advisory role during a brief transition. Snellgrove brings more than 30 years of finance leadership, most recently serving as Vice President, Investor Relations and previously as CFO of Johnson & Johnson’s Pharmaceuticals sector.

His compensation includes a $670,000 annual salary, a target bonus equal to 50% of salary (prorated for 2026), and a minimum $4,000,000 long-term incentive award in 2027. Upon joining, he will receive equity awards with a total grant date value of $7,200,000, split between $3,200,000 in restricted stock units that vest over three years and $4,000,000 in stock options vesting over four years under the 2021 Stock Plan, plus a $350,000 sign-on cash bonus subject to partial repayment if he leaves or is terminated for misconduct within 24 months.

Halozyme Therapeutics, Inc. has amended its Bylaws following approval by the Board of Directors on April 22, 2026. Directors may now be removed at any time, with or without cause, by holders of a majority of shares entitled to vote in director elections.

The amendment also clarifies that stockholder actions that would otherwise be taken at an annual or special meeting may not be taken without a meeting, aligning the Bylaws with Article FIFTH of the Company’s Certificate of Incorporation. The full amended Bylaws are provided as Exhibit 3.1.

Halozyme Therapeutics has appointed David Ramsay as Interim Chief Financial Officer, effective March 23, 2026, while it continues an active search for a permanent CFO. Ramsay previously served as Halozyme’s CFO across multiple periods and has more than 30 years of financial leadership in biotechnology.

As Interim CFO he will receive a monthly salary of $50,000 and an equity grant of 10,000 restricted stock units that vest on June 30, 2026, subject to continued employment and a one-year holding period. If he remains Interim CFO on July 1, 2026, he will receive an additional 2,500 RSUs that vest on his employment termination date, also with a one-year holding period.

Halozyme Therapeutics reported another year of strong top-line growth in 2025, with total revenue of $1.3966 billion, up 38% from 2024. Royalty revenue rose 52% to a record $867.8 million, driven mainly by ENHANZE-enabled products such as VYVGART Hytrulo, DARZALEX SC and Phesgo.

Despite this, full-year net income declined to $316.9 million from $444.1 million, as results absorbed $284.9 million of acquired in-process R&D expense tied to the Surf Bio acquisition and higher operating costs. The company posted a fourth-quarter net loss of $141.6 million after these charges.

Halozyme expanded its drug-delivery portfolio by acquiring Elektrofi and Surf Bio and completed $1.5 billion of new convertible notes while increasing its revolving credit facility to $750 million. For 2026, it reiterates guidance for total revenue of $1.710–$1.810 billion, adjusted EBITDA of $1.125–$1.205 billion and non-GAAP diluted EPS of $7.75–$8.25, all implying robust double-digit growth over 2025.

Halozyme Therapeutics provides preliminary, unaudited estimates for its 2025 results, including total revenue between $1,385 million and $1,400 million. The company estimates 2025 royalties of $865 million to $870 million, product sales of $372 million to $377 million, and collaboration revenue of $148 million to $153 million. These figures were shared in connection with 2026 financial guidance and remain subject to completion of year-end financial closing procedures.

Halozyme Therapeutics, Inc. reported that it has entered into a Transition and Release Agreement with its Senior Vice President and Chief Financial Officer, Nicole LaBrosse, in connection with her previously announced planned departure. She will continue as CFO until the earlier of the hiring of a new CFO, March 30, 2026, or an earlier date set by the company, after which she will leave to pursue another opportunity.

Under the agreement, Ms. LaBrosse is eligible to receive her 2025 annual bonus at 120% target-level individual performance, cash severance consistent with a termination not for cause, potential pro-rated 2026 bonus, accelerated vesting of certain equity awards if her separation occurs before February 28, 2026, and an extended one-year post-termination exercise window for vested stock options. If a Change in Control occurs within one year after her separation, all then-unvested options will vest, and the company will cover the cost of COBRA healthcare continuation for one year following her separation date.

Halozyme Therapeutics completed a $1.5 billion convertible note financing, split between $750.0 million of 0% Convertible Senior Notes due 2031 and $750.0 million of 0.875% Convertible Senior Notes due 2032, including full exercise of the Initial Purchasers’ options.

The company received net proceeds of approximately $1.47 billion. It used about $182.7 million for capped call transactions and paid approximately $1.020 billion in cash to repurchase portions of its 2027 and 2028 convertible notes. The remaining proceeds are earmarked for general corporate purposes, potential acquisitions and strategic transactions, and potential future note repurchases or repayment at maturity.

The notes are convertible at an initial rate of 11.4683 shares per $1,000 (conversion price ~$87.20). The 2032 notes bear 0.875% interest, paid semi‑annually starting May 15, 2026; the 2031 notes bear no regular interest. Capped calls carry an initial cap price of $136.78 per share. Holders have customary conversion windows and protections, including Fundamental Change repurchase rights and Make‑Whole adjustments, under the new indentures.

Halozyme Therapeutics announced the pricing of two convertible senior note offerings to institutional investors under Rule 144A. The company plans to issue $650.0 million aggregate principal amount of notes due 2031 and $650.0 million due 2032. Initial purchasers received a 13-day option to buy up to an additional $100.0 million of each series. The notes are being offered only to persons reasonably believed to be qualified institutional buyers.

A press release with additional details was furnished as Exhibit 99.1.

Halozyme Therapeutics (HALO) amended its credit facility, extending and upsizing its revolving line to $750,000,000. The amended revolver now matures on the earlier of November 5, 2030 or a springing maturity date, with borrowings priced at Term SOFR or a base rate plus an applicable margin ranging from 0.25% to 1.25% for base rate loans and 1.25% to 2.25% for Term SOFR loans. As of November 5, 2025, outstanding borrowings were $0.

The company also announced proposed convertible offerings: $650.0 million aggregate principal amount of notes due 2031 and $650.0 million due 2032, with an expected 13‑day option for initial purchasers to buy up to an additional $100.0 million of each series. The credit agreement includes customary covenants, including a maximum consolidated net leverage ratio of 4.50 to 1.00 (temporarily increasing by 0.50 after a material acquisition) and a minimum consolidated interest coverage ratio of 3.00 to 1.00.

Halozyme Therapeutics, Inc. furnished a press release announcing its financial results for the third quarter ended September 30, 2025. The release was provided as Exhibit 99.1 under Item 2.02.

The company also disclosed a planned CFO transition. Nicole LaBrosse, Senior Vice President and Chief Financial Officer, will continue as CFO until the earlier of when a new CFO is hired or March 30, 2026, after which she will depart to pursue a new professional opportunity. Halozyme has initiated a search for its next CFO.

The company stated that Ms. LaBrosse’s departure is not due to any disagreement with its independent auditors or with the company regarding financial statements, internal control over financial reporting, operations, policies, or practices. The company expects to enter into a transition and release agreement with Ms. LaBrosse.

Halozyme Therapeutics (HALO) furnished a Regulation FD update announcing it issued a statement on the final IPAY 2028 guidance for Medicare price negotiations from the U.S. Centers for Medicare & Medicaid Services. The statement includes the company’s long‑term projections of U.S. Medicare Part B spend as a percentage of total ENHANZE partner product subcutaneous sales. The statement is available on the company’s website and attached as Exhibit 99.1. This information is furnished under Item 7.01 and is not deemed filed or incorporated by reference.

Halozyme Therapeutics, Inc. reported a leadership change, appointing Cortney Caudill as Senior Vice President, Chief Operating Officer effective October 1, 2025. She previously served as the company’s Senior Vice President, Chief Operations Officer since October 2023 and has more than two decades of operational experience at multiple life sciences companies, including Aeglea Biotherapeutics and several global biotechnology and pharmaceutical organizations.

Ms. Caudill will receive an initial annual base salary of $600,000 and has a 2025 bonus target equal to 50% of her base salary under the company’s executive incentive plans. In connection with her appointment, she will receive an equity award valued at $500,000, split equally between stock options and restricted stock units, which will vest over four years under Halozyme’s standard vesting schedule. The company states there are no family relationships or related-party transactions involving Ms. Caudill in her new role.

Halozyme Therapeutics entered into an Agreement and Plan of Merger to combine with Elektrofi, Inc. under which Halozyme's wholly owned subsidiary Erraid Merger Sub Inc. will merge into Elektrofi and Elektrofi will survive as a wholly owned subsidiary of Halozyme. The filing names Shareholder Representative Services LLC as the securityholders' representative. The disclosure describes the planned corporate combination but does not disclose financial terms, timing, or regulatory approvals in the provided excerpt.

Halozyme Therapeutics reported that it executed an Agreement and Plan of Merger with Elektrofi, Inc., with the combination to be implemented through Erraid Merger Sub Inc.

The merger agreement is dated September 30, 2025 and names Shareholder Representative Services LLC as shareholder representative. Halozyme issued a press release on October 1, 2025 describing this transaction, which is furnished as Exhibit 99.1 to this report.