Axon Enterprise Amends Credit Agreement and Launches Convertible Notes Offering

What Happened

• On September 15, 2026, Axon Enterprise announced a second amendment to its December 15, 2022 credit agreement (the “Second Amendment”) that is conditioned on and expected to become effective with the company’s offering of 0% Convertible Notes due 2031 (the “Notes Offering”). The amendment would increase Axon’s revolving credit capacity, extend the loan maturity window, update covenants and permit the Notes Offering. Axon also furnished a press release about the Notes Offering (Exhibit 99.1).

Key Details

• Revolving facility increase: from $300.0 million to $500.0 million, with an option to increase by an additional $150.0 million.
• Maturity extension: maturity may be extended to up to five years from the Second Amendment’s closing (the five‑year date is expected to be September 18, 2031), subject to certain conditions tied to the Convertible Notes and other permitted convertible indebtedness.
• Pricing and fees: Revolving loans bear interest at SOFR + 1.25% to 1.75% (pricing based on net leverage); unused commitments incur a 0.15% per annum quarterly commitment fee.
• Financial covenants and defaults: Axon must maintain a maximum net leverage ratio ≤ 3.50x (with a 1.00x step-up for four quarters after a permitted acquisition) and a minimum interest coverage ratio ≥ 3.50x (both on a trailing four-quarter basis). The Credit Agreement includes standard affirmative and negative covenants and events of default (payments, covenant breaches, cross-defaults, bankruptcy, material judgments, ERISA issues, change of control, etc.).

Why It Matters

• Liquidity and flexibility: Increasing the revolving facility and extending the maturity window gives Axon more near‑term borrowing capacity and optionality as it completes the Notes Offering, which could support operations, investments, or refinancing plans.
• Covenant commitments: The covenant levels (maximum leverage and minimum interest coverage) create measurable financial targets that Axon must meet; breaches could restrict borrowing or trigger defaults.
• Cost of capital: The Convertible Notes are 0% and the credit spread on the revolving facility is indexed to SOFR with a relatively modest spread, but availability depends on successfully completing the Notes Offering and meeting amendment conditions.

Exhibit note: The company furnished a press release dated September 15, 2026 about the Notes Offering (Exhibit 99.1) under Regulation FD disclosure.