NEKTAR THERAPEUTICS 8-K

What Happened

• Nektar Therapeutics announced on Feb 11, 2026 that it entered an underwriting agreement with Jefferies LLC, TD Securities (USA) LLC and Piper Sandler & Co. for an underwritten offering of common stock and pre-funded warrants. The Offering included 6,603,449 firm shares at $58.00 per share and 293,103 pre-funded warrants priced at $57.9999 each (reflecting a $0.0001 exercise price). The underwriters exercised a 30-day option in full on Feb 12, 2026 to purchase an additional 1,034,482 shares. The offering was expected to close on Feb 13, 2026.

Key Details

• Firm Shares: 6,603,449 common shares at $58.00 per share.
• Pre-Funded Warrants: 293,103 warrants priced at $57.9999 (exercise price $0.0001); Warrant Shares issuable upon exercise.
• Option Shares: Underwriters exercised option to buy 1,034,482 additional shares on Feb 12, 2026.
• Estimated net proceeds to the company: approximately $432.0 million, after underwriting discounts, commissions and estimated offering expenses.
• Registration: Shares issued under a Form S-3ASR (File No. 333-291466) effective Nov 12, 2025; prospectus supplement dated Feb 11, 2026. Legal opinion from Goodwin Procter LLP is filed as an exhibit.

Why It Matters

• This transaction raises substantial capital for Nektar (about $432M net), which can fund operations, development programs or balance sheet needs. All securities in the offering were sold by the company, which will increase the number of outstanding shares (dilution) once shares are issued or pre-funded warrants are exercised. The filing also includes customary underwriting terms and a forward-looking statement caution; investors should review the prospectus supplement and the underwriting agreement (filed as exhibits) for full details.