Axon Enterprise Announces $1.0B Offering of 0% Convertible Senior Notes Due 2031

Offering Overview

Axon Enterprise, Inc. has launched a public offering of $1,000,000,000 aggregate principal amount of 0% Convertible Senior Notes due September 15, 2031. Underwriters have an option to purchase up to an additional $150,000,000 aggregate principal amount within an 11-day period to cover over-allotments.

Key Terms of the Notes

• Principal Amount: $1,000,000,000 (plus up to $150,000,000 over-allotment).
• Coupon / Interest: 0.00% (non-accreting regular interest; special interest payable only in specified default/registration circumstances).
• Maturity Date: September 15, 2031.
• Settlement Method: Cash, shares of common stock, or a combination thereof, at Axon's election.
• Optional Redemption: Redeemable by Axon on or after September 20, 2029, if the common stock trades at or above 130% of the conversion price for at least 20 trading days in a 30-day window, or via cleanup redemption if less than 10% of notes remain outstanding.
• Holder Repurchase Option: Holders may require repurchase at 100% principal value on or around March 20, 2031 (payable in cash or stock up to specified caps), or upon a fundamental change.
• Ranking: General unsecured senior obligations ranking pari passu with existing and future unsubordinated unsecured debt.

Related Transactions & Credit Agreement Amendment

• Axon entered into a Second Amendment to its Credit Agreement, conditioned on the consummation of the notes offering.
• The amendment expands the existing revolving credit facility from $300 million to $500 million (with an additional $150 million accordion) and extends the facility maturity date up to five years.

Key Financial & Operational Highlights

• Net Revenue Retention: 126% for the quarter ended June 30, 2026.
• Annual Recurring Revenue (ARR): $1.6 billion as of June 30, 2026 (a 42% CAGR from June 30, 2022).
• Future Contracted Bookings: $15.1 billion as of June 30, 2026 (a 46% CAGR from June 30, 2022).
• Dedrone Contribution: Surpassed $100 million in revenue in the quarter ended June 30, 2026.