Axon Enterprise, Inc. filed a Form 8-K on September 15, 2026, disclosing a second amendment to its credit agreement and the launch of an offering of 0% Convertible Notes due 2031.

Key Highlights

  • Credit Facility Expansion: The Second Amendment is expected to increase the revolving credit facility from $300.0 million to $500.0 million, with an option to add another $150.0 million.
  • Maturity Extension: The credit agreement maturity date is expected to extend from March 11, 2030 to up to five years from the closing of the Second Amendment, with September 18, 2031 cited as the expected fifth anniversary date.
  • Convertible Notes Offering: The company announced the launch of an offering of 0% Convertible Notes due 2031 via a press release dated September 15, 2026.
  • Conditioned Effectiveness: The Second Amendment is conditioned upon consummation of the Convertible Notes offering and is expected to become effective substantially concurrently with that closing.
  • Interest Rate Terms: The revolving facility bears interest at SOFR plus 1.25% to 1.75% per year, based on the company's net leverage ratio, with a commitment fee of 0.15% per annum on unused amounts.
  • Financial Covenants: The credit agreement requires a maximum net leverage ratio of no greater than 3.50 to 1.00 and a minimum interest coverage ratio of no less than 3.50 to 1.00, each based on a trailing four fiscal quarter period.

Axon Enterprise Expands Revolving Facility and Launches Convertible Notes Offering

According to the filing, Axon Enterprise, Inc. (NASDAQ:AXON) entered into the Second Amendment on September 15, 2026, with JPMorgan Chase Bank, N.A. acting as administrative agent and the lenders party to the agreement. The Second Amendment modifies the original credit agreement dated December 15, 2022, which was previously amended by Amendment No. 1 on March 11, 2025. The company disclosed that the Second Amendment's effectiveness is conditioned upon the consummation of the 0% Convertible Notes due 2031 offering.

The filing states that the revolving credit facility is expected to grow from $300.0 million to $500.0 million, with an ability to increase by an additional $150.0 million. The maturity date structure outlined in the filing includes several potential earlier termination triggers tied to the Convertible Notes, including provisions related to optional repurchase dates and the company's common stock sale price relative to $350 and the conversion price then in effect. The company is also required to pay a quarterly commitment fee at a rate of 0.15% per annum on the average daily unused revolving credit commitment.

The credit agreement, as amended, contains affirmative and negative covenants covering financial reporting, limitations on indebtedness, liens, asset sales, investments, and transactions with affiliates, among other items. The filing also notes that events of default include failure to make certain payments, covenant defaults, cross-default to material indebtedness, bankruptcy and insolvency events, and a change of control default. The company disclosed it expects to file the Second Amendment as an exhibit to a subsequent Exchange Act filing. The press release announcing the Notes Offering launch was furnished as Exhibit 99.1 and is not deemed "filed" for purposes of Section 18 of the Exchange Act.

What Was Disclosed

Axon Enterprise disclosed a second amendment to its credit agreement expanding its revolving facility from $300.0 million to $500.0 million, extending its maturity, and conditioning effectiveness on closing of a new 0% Convertible Notes due 2031 offering, all reported on September 15, 2026.