AXON Enterprise sold $1,150.0 million of 0% convertible senior notes due 2031, including $150.0 million from an exercised over-allotment option. Investors receive defined conversion, Redemption and repurchase terms, while the initial conversion price is approximately $652.06 per share and the notes carry no regular interest.

Key Highlights

  • AXON’s convertible notes mature on September 15, 2031, unless converted, redeemed or repurchased earlier.
  • The notes’ initial conversion rate is 1.5336 common shares for each $1,000 principal amount.
  • The securities rank as general unsecured obligations and include no financial or operating covenants.

The amount includes $150.0 million issued under the underwriters’ fully exercised over-allotment option. The notes do not pay regular interest or increase in principal, and mature on September 15, 2031, unless converted, redeemed or repurchased earlier.

$1.15B Notes Carry $652.06 Conversion Price

Before June 15, 2031, holders can convert only under conditions set out in the indenture, including specified stock-price, trading-price, redemption or corporate-event circumstances. After that date, holders may convert all or part of their notes at any time until shortly before maturity. AXON (NASDAQ: AXON) may settle conversions in cash, common stock or a combination of both.

Redemption, Repurchase and Ranking Terms

From September 20, 2029, AXON may redeem some or all of the notes for cash at 100% of principal, plus accrued special interest, if the applicable conversion condition is met. Holders may require repurchase following a qualifying Fundamental Change at 100% of principal, and may also exercise the Holder Repurchase Option around March 20, 2031. The notes are senior to expressly subordinated obligations, equal with unsubordinated liabilities, effectively junior to secured Debt and structurally junior to Subsidiary liabilities. The indenture includes no financial or operating covenants and does not restrict dividends, additional borrowing or securities activity.