Vaxcyte, Inc.: consummates $575,000,000 convertible senior notes offering

What happened

• Vaxcyte, Inc. reported that on Oct 9, 2026 it consummated the sale and issuance of $575,000,000 aggregate principal amount of its 1.50% Convertible Senior Notes due 2032 under an indenture dated Oct 9, 2026. The company also reported that its concurrent equity offering closed after entering into underwriting agreements on Oct 6, 2026 and Oct 7, 2026.
• The equity offering comprised 7,412,500 shares of common stock sold at $64.00 per share and pre-funded warrants to purchase 400,000 shares at $63.999 per pre-funded warrant; the equity underwriters exercised a 30-day option to purchase an additional 1,171,875 shares on Oct 7, 2026. The net proceeds from the equity offering were approximately $544,300,000 and the net proceeds from the debt offering were approximately $558,700,000, each after underwriting discounts, commissions and estimated offering expenses.

Key details

• Notes terms: $575,000,000 aggregate principal, 1.50% interest per year payable semi-annually on Apr 15 and Oct 15 beginning Apr 15, 2027, maturity Oct 15, 2032.
• Conversion: initial conversion rate of 11.1607 shares of common stock per $1,000 principal amount (initial conversion price approximately $89.60 per share); conversions settled by cash, shares or a combination, at Vaxcyte’s election. Noteholders may convert under certain conditions before Jul 15, 2032 and at any time from and after Jul 15, 2032 until two scheduled trading days before maturity.
• Redemption and repurchase rights: Vaxcyte may provisionally redeem all or part of the Notes on or after Oct 22, 2029 if the common stock exceeds 130% of the conversion price under specified trading-day tests; cleanup redemption permitted if outstanding principal is less than 10% of the original aggregate principal; noteholders may require repurchase upon a Fundamental Change (with limited exceptions).
• Underwriting and closing: Jefferies LLC and Leerink Partners LLC acted as representatives for both the equity and debt underwriters; debt underwriters exercised a $75,000,000 overallotment option in full on Oct 7, 2026.

Why it may matter

• Item 1.01 (entry into a material definitive agreement) is reported for the indenture and supplemental indenture governing the Notes; Item 8.01 (other events) is reported for the underwriting agreements and closing of the concurrent equity and debt offerings; Item 2.03 (creation of a direct financial obligation) is reported with respect to the Notes.
• This filing describes the terms of the Notes, the equity offering terms and the amounts raised, but it does not explain why the company acted. This filing does not show why the insider traded or why the company acted.