#United States #Scottsdale #Convertible Notes #Public Safety #Axon

Axon Enterprise Announces Private Exchanges of Convertible Senior Notes

SCOTTSDALE, Ariz., March 7, 2025 — Axon Enterprise, Inc. (Nasdaq: AXON) has recently announced its entry into separate, privately negotiated exchange agreements with various holders of its 0.50% convertible senior notes due in 2027. This strategic move is set to optimize its capital management strategy while positioning the company for future growth.

Under these exchange agreements, Axon will exchange approximately $407.5 million in aggregate principal amount of the convertible senior notes for a consideration comprised of cash and shares of its common stock. The amounts and values of shares to be distributed will be finalized based on an averaging period beginning on March 7, 2025. Should the price of Axon’s common stock maintain an average volume-weighted price of $499.31—matching its closing price on March 6, 2025—Axon anticipates issuing approximately 1.0 million shares upon concluding these exchanges.

Key Aspects of the Exchange

The cash component offered in the exchanges includes the principal and any accrued unpaid interests on the convertible notes being swapped. Upon successfully completing the exchanges, which are expected to finalize around March 13, 2025, Axon will have about $282.5 million of outstanding convertible senior notes remaining.

Additionally, it is anticipated that the various parties involved in these exchange agreements who have hedged their equity price risk concerning the convertible notes will likely unwind part or all of their hedge positions. This unwinding may involve buying shares of Axon’s common stock or engaging in various derivative transactions related to these shares. This potential buying activity could exert substantial influence on the market price of Axon’s common stock, leading to fluctuations that may either boost or mitigate price decreases, although the exact impact remains unpredictable.

Legal and Regulatory Considerations

It is noteworthy that the shares of common stock to be exchanged for the notes have not been registered under the Securities Act of 1933 or any related state securities laws. Thus, these shares cannot be offered or sold within the United States unless registered or unless there is an applicable exemption. This press release does not serve as an offer to buy, sell, or solicit offers regarding the convertible notes or shares of Axon's common stock in any jurisdiction where such actions would be illegal.

About Axon

Axon is recognized as a leader in technology for global public safety. Its ambitious objective is to reduce gun-related fatalities between law enforcement and civilians by 50% by 2033. To achieve this, Axon is dedicated to creating the future of public safety through a unified suite of hardware and software solutions, including TASER devices, body cameras, digital evidence management systems, and a range of productivity tools enhancing modern policing.

Axon services a broad spectrum of customers, encompassing federal, state, and local law enforcement agencies, emergency medical services, as well as various enterprises worldwide.

For more in-depth information on Axon’s portfolio and goals, please visit Axon’s Official Website.

Cautionary Statement

Forward-looking statements included in this announcement reflect Axon's current expectations regarding future developments and are subjected to numerous risks and uncertainties. Any inaccuracies in the strategic assessments or operational forecasts could lead to outcomes that diverge significantly from what is anticipated. Investors are encouraged to review the risk factors detailed in Axon's latest annual report filed with the Securities and Exchange Commission for a comprehensive assessment of potential operational challenges.

Media Contact: Alex Engel, Vice President of Communications
Email: [email protected]
For further details, please refer to Axon’s legal disclaimers.

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