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Axon Announcement on Proposed Offering of $1.0 Billion in Convertible Senior Notes

On September 15, 2026, Axon Enterprise, Inc. (NASDAQ: AXON), the leading provider of public safety technology, made a significant announcement regarding their plans to issue $1.0 billion in 0% convertible senior notes due in 2031. This offering, still subject to market conditions, will be registered under the Securities Act and aims to bolster Axon's innovative capabilities while satisfying the financial requirements essential for its growth trajectory.

Details of the Offering

The proposed notes represent an aggregate principal amount of $1 billion, with an additional option for underwriters to purchase up to $150 million worth of notes to address any over-allotments. Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC, J.P. Morgan Securities LLC, RBC Capital Markets, LLC, and Citigroup Global Markets Inc. are jointly leading this significant offering.

Utilization of Proceeds

A portion of the funds raised from this offering will be allocated to the costs associated with capped call transactions. The remaining proceeds are intended for general corporate purposes, which may include financing capital investments designed to fuel Axon's growth or to acquire new technologies, products, or services to enhance their existing offerings. Axon seeks to continue developing advanced technologies for public safety applications, where it has established itself as a pioneer in the industry.

Key Features of the Notes

The convertible senior notes will allow holders to convert their investment into shares of Axon's common stock based on predetermined terms, creating a flexible financial instrument. Conversion rights are set to activate under specific circumstances and during designated periods, with Axon retaining the option to pay in cash, stock shares, or a combination thereof upon conversion.

In instances of corporate events classified as a 'fundamental change,' noteholders may demand that Axon repurchase their notes for cash, ensuring investors are protected even in fluctuating market conditions. This valuable feature empowers investors to manage risk effectively while contributing to Axon's growth.

Additionally, Axon has specified that they may redeem some or all of the notes after a particular date if certain stock performance criteria are met, enhancing the attractiveness of the note investment.

Capped Call Transactions

To further mitigate potential dilution of common stock upon conversion, Axon plans to engage in capped call transactions. These privately negotiated agreements aim to stabilize stock values and provide upside protection for noteholders. The cap prices of these transactions will be aligned with the pricing of the offering, ensuring strategic alignment as Axon anticipates future capital needs and market dynamics.

About Axon

Founded in 1993, Axon has consistently pursued a mission to enhance public safety through innovative technology. Their comprehensive product suite includes body-worn cameras, cloud-based evidence management solutions, and advanced operational tools integrating AI and real-time analytics. As public safety becomes increasingly critical, Axon remains at the forefront, dedicated to developing technology that equips law enforcement and security personnel to meet contemporary challenges effectively.

In summary, Axon's proposed offering of $1 billion in convertible senior notes presents a strategic opportunity for the company to finance growth while offering investors a compelling investment vehicle. As Axon continues to scale its operations and innovate for the future of public safety, the financial backing from such offerings will play a crucial role in its journey ahead.