AXON ENTERPRISE, INC. (AXON) Form 424B5 — Sep 15, 2026
Axon Enterprise filed a preliminary prospectus supplement on September 15, 2026 for a $1.0 billion offering of 0% Convertible Senior Notes due September 15, 2031, with underwriters holding a $150 million over-allotment option. The notes bear no regular interest, and Goldman Sachs, Morgan Stanley, J.P. Morgan, RBC Capital Markets and Citigroup are joint book-running managers. In connection with the offering, Axon entered a second amendment to its credit agreement that increases its revolving facility from $300.0 million to $500.0 million with an additional $150.0 million accordion and extends maturity to up to five years from closing.
Key figures
- Revenue
- $1.71 billion net sales for the six months ended June 30, 2026 (vs. $1.27 billion in H1 2025)
- Net Income
- $198.7 million for the six months ended June 30, 2026 (vs. $124.1 million in H1 2025)
- Total Debt
- $1.75 billion as of June 30, 2026; $2.75 billion pro forma for the offering
- Debt Amount
- $1.0 billion principal of 0% Convertible Senior Notes due 2031
- Total Assets
- $7.48 billion as of June 30, 2026
- Cash Position
- $597.7 million as of June 30, 2026
- Interest Rate
- 0
- Maturity Date
- September 15, 2031
- Gross Proceeds
- $1.0 billion notes principal (up to $1.15 billion if over-allotment exercised); net proceeds and pricing TBD in preliminary supplement
- Shares Outstanding
- 81235921
- Lockup Period
- 45 days for the company; 20 days for directors and executive officers
- Existing Notes
- $1.0 billion 6.125% Senior Notes due 2030 and $750 million 6.250% Senior Notes due 2033
- Revolver Upsize
- from $300.0 million to $500.0 million, with $150.0 million accordion; maturity extended to up to five years from closing
- Conversion Price
- TBD at pricing (conversion rate left blank in preliminary supplement)
- Letters Of Credit
- approximately $9.1 million outstanding under the revolver
- Ai Era Revenue Growth
- nearly 700% YoY in Q2 2026
- Net Revenue Retention
- 126% for the quarter ended June 30, 2026
- Over Allotment Option
- $150,000,000 aggregate principal amount
- Adjusted Ebitda H1 2026
- $443.7 million (25.9% margin)
- Last Reported Sale Price
- $490.18 per share on September 14, 2026
- Annual Recurring Revenue
- $1.6 billion as of June 30, 2026 (42% CAGR from $398 million as of June 30, 2022)
- Total Addressable Market
- $159 billion
- Dedrone Quarterly Revenue
- surpassed $100 million in the quarter ended June 30, 2026
- Future Contracted Bookings
- $15.1 billion as of June 30, 2026 (46% CAGR from $3.3 billion as of June 30, 2022)
- Operating Cash Flow H1 2026
- -$11.4 million
- Adjusted Free Cash Flow H1 2026
- -$54.8 million
AI analysis
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