Axon Enterprise entered into separate Exchange Agreements on December 9, 2025 with certain holders of its 0.50% convertible senior notes due 2027, agreeing to exchange approximately $177.9 million aggregate principal amount of the Notes for cash and shares of common stock, subject to customary closing conditions.

1. 01

   Axon Enterprise entered into separate Exchange Agreements on December 9, 2025 with certain holders of its 0.50% convertible senior notes due 2027, agreeing to exchange approximately $177.9 million aggregate principal amount of the Notes for cash and shares of common stock, subject to customary closing conditions.

2. 02

   The company said the exchange consideration will consist of cash and common stock to be determined over a one trading day averaging period on December 10, 2025, and assuming a per share volume-weighted average price of $550.95, it expects to issue approximately 468,000 shares of common stock upon consummation of the exchanges.

3. 03

   The company said the cash portion of the exchange consideration will include cash for the aggregate principal amount of the Notes being exchanged, cash in lieu of any fractional shares of common stock, and a cash payment for accrued and unpaid interest on the Notes being exchanged, and that following the closing of the exchanges expected to occur on or about December 16, 2025, it would have approximately $100.1 million aggregate principal amount of Notes outstanding.

4. 04

   Axon said the issuance of common stock will be made pursuant to the exemption from registration requirements of the Securities Act provided by Section 4(a)(2), and it is relying in part upon representations from each Holder that it is an institutional accredited investor and a qualified institutional buyer. The company added that it cannot predict the magnitude of market activity from hedged holders unwinding their hedge positions or the overall effect it will have on the price of its common stock.

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Original filing

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