ARROWHEAD PHARMACEUTICALS, INC. 8-K

What Happened

• Arrowhead Pharmaceuticals announced on Jan. 7, 2026 that it priced two concurrent financings: an equity offering (common stock and pre‑funded warrants) and a convertible notes offering. The equity was priced at $64.50 per share (or $64.499 for pre‑funded warrants) and the convertible notes are 0.00% convertible senior notes due 2032.
• The company entered into underwriting agreements with Jefferies LLC and J.P. Morgan Securities LLC as lead representatives. The equity offering and convertible notes underwritings both included 30‑day options for additional securities, and the underwriters exercised those options in full on Jan. 8, 2026.

Key Details

• Equity offering: 3,100,776 shares of common stock and pre‑funded warrants to purchase up to 1,550,387 shares; underwriters’ full exercise added 456,116 shares; expected net proceeds ≈ $216.6 million; expected close Jan. 9, 2026.
• Convertible notes offering: $625,000,000 aggregate principal amount of 0.00% convertible senior notes due 2032, plus $75,000,000 overallotment exercised in full; expected net proceeds ≈ $681.3 million; expected close Jan. 12, 2026.
• Pre‑funded warrants: exercisable for common stock (except cashless exercise), with an exercise‑ownership limitation of 9.99% unless adjusted by prior written notice.
• Combined expected net proceeds from both offerings are roughly $897.9 million (after underwriting discounts and expenses). The company also agreed to customary indemnities to the underwriters.

Why It Matters

• These financings, if closed as expected, will materially increase Arrowhead’s cash resources—providing nearly $898M of net proceeds—which the company can use to fund operations, development programs and general corporate needs.
• The convertible notes carry a 0.00% coupon and are convertible into common stock, so conversion terms will be a key factor for investors because conversions would dilute existing shareholders. The pre‑funded warrants and their 9.99% ownership cap are also important for understanding near‑term potential dilution.
• This is a significant capital raise executed through standard underwritten offerings and announced via a press release and 8‑K; investors should watch the scheduled closing dates (Jan. 9 and Jan. 12, 2026) and any subsequent filings for final allocations and use‑of‑proceeds details.