Axon Enterprise, Inc. filed an 8-K on September 21, 2026, disclosing that on September 18, 2026, the company issued and sold $1,150.0 million aggregate principal amount of 0% Convertible Senior Notes due 2031.

Key Highlights

  • Total offering size: $1,150.0 million aggregate principal amount of 0% Convertible Senior Notes due 2031, including $150.0 million from the underwriters' full exercise of their over-allotment option.
  • Zero interest: The Notes will not bear regular interest and the principal amount will not accrete.
  • Maturity date: September 15, 2031, unless earlier converted, redeemed, or repurchased.
  • Initial conversion rate: 1.5336 shares of Common Stock per $1,000 principal amount, equivalent to an initial conversion price of approximately $652.06 per share.
  • Optional redemption: The company may redeem the Notes on or after September 20, 2029, if the stock price meets a 130% conversion price threshold for at least 20 trading days in any 30 consecutive trading day period.
  • Holder repurchase option: Holders may require the company to repurchase their Notes on or around March 20, 2031, at the principal amount plus any accrued and unpaid special interest.
  • Trustee: U.S. Bank Trust Company, National Association serves as trustee under the Indenture dated September 18, 2026.

Axon Enterprise's $1.15 Billion Convertible Note Offering: Key Terms and Structure

According to the filing, Axon Enterprise, Inc. (NASDAQ:AXON) issued the Notes on September 18, 2026, pursuant to a base indenture and a first supplemental indenture, both dated the same day. The Notes carry a 0% coupon, meaning the company will not pay regular periodic interest. The company disclosed that it may elect to pay special interest as the sole remedy for failure to comply with its reporting obligations, with any such special interest payable semiannually in arrears on March 15 and September 15 of each year.

The filing details conditional conversion rights for holders prior to June 15, 2031. These include conversion during any calendar quarter (after the quarter ending December 31, 2026) if the stock's last reported sale price reaches at least 130% of the conversion price for at least 20 trading days in the last 30 consecutive trading days of the preceding quarter, or during a five business day window following a ten consecutive trading day period in which the trading price per $1,000 principal falls below 98% of the product of the stock price and the conversion rate. On or after June 15, 2031, holders may convert at any time without restriction until the second scheduled trading day before maturity. Upon conversion, the company disclosed it may settle in cash, shares of Common Stock, or a combination, at its election.

The filing states that the Notes are the company's general unsecured obligations, ranking equal in right of payment with the company's other unsubordinated liabilities, including any borrowings under its existing or future revolving line of credit, and structurally junior to all indebtedness and liabilities of the company's subsidiaries. No sinking fund is provided. The Indenture, according to the filing, does not contain any financial or operating covenants or restrictions on the payment of dividends, the incurrence of indebtedness, or the issuance or repurchase of securities by the company or any of its subsidiaries.

What Was Disclosed

Axon Enterprise reported the issuance of $1,150.0 million in 0% Convertible Senior Notes due 2031, including the full over-allotment exercise, under an indenture with U.S. Bank Trust Company, National Association, with conversion, redemption, and repurchase terms as described in the filing.