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AXON ENTERPRISE, INC. (AXON) Form 424B5 — Sep 15, 2026

$AXONForm 424B5Filed Sep 15, 2026, 7:23 AM ET0001193125-26-391323Original filing

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

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