0001069183FALSE00010691832025-03-062025-03-06

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________________________________________
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
March 6, 2025
Date of Report (Date of earliest event reported)
________________________________________________________
Axon Enterprise, Inc.
(Exact name of registrant as specified in its charter)
Delaware001-1639186-0741227
(State or other jurisdiction of
incorporation)		(Commission File Number)(IRS Employer
Identification No.)
17800 N. 85th St.
Scottsdale, Arizona 85255
(Address of principal executive offices, including zip code)
(480) 991-0797
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.00001 Par ValueAXONThe NASDAQ Stock Market LLC
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter). Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o


Item 3.02 Unregistered Sales of Equity Securities
The information set forth under Item 8.01 below with respect to the shares of common stock to be issued pursuant to the Exchange Agreements (as defined herein) is incorporated into this Item 3.02 by reference, insofar as it relates to the unregistered sales of equity securities.
Item 8.01 Other Events
On March 6, 2025, Axon Enterprise, Inc. (the “Company”) entered into separate, privately negotiated agreements (the “Exchange Agreements”) with certain holders (the “Holders”) of the Company’s 0.50% convertible senior notes due 2027 (the “Notes”). Pursuant to these Exchange Agreements, the Company and the Holders have agreed, subject to customary closing conditions, to exchange approximately $407.5 million aggregate principal amount of the Notes for exchange consideration consisting of cash and shares of its common stock that will be determined over an averaging period commencing on March 7, 2025. Assuming the per share volume-weighted average price of the common stock during each day of the averaging period is $499.31 (the closing price of the common stock on March 6, 2025), the Company expects to issue an aggregate of approximately 1.0 million shares of common stock upon consummation of the exchanges. The cash portion of the exchange consideration will include cash for the aggregate principal amount of the Notes being exchanged and cash in lieu of any fractional shares of common stock, as well as a cash payment for accrued and unpaid interest on the Notes being exchanged. Following the closing of the exchanges, which is expected to occur on or about March 13, 2025, the Company would have approximately $282.5 million aggregate principal amount of Notes outstanding.
In connection with these exchanges, the Company expects the various exchange agreement counterparties who have hedged their equity price risk with respect to the Notes being exchanged (the “hedged holders”) will unwind all or part of their hedge positions by purchasing the Company’s common stock and/or entering into or unwinding various derivative transactions with respect to the Company’s common stock. The amount of the Company’s common stock to be purchased by the hedged holders or the notional number of shares of the Company’s common stock underlying such derivative transactions may be substantial in relation to the historic average daily trading volume of the Company’s common stock. This activity by the hedged holders could increase (or reduce the size of any decrease in) the market price of the Company’s common stock. The Company cannot predict the magnitude of such market activity or the overall effect it will have on the price of its common stock.
The issuance of the shares of the Company’s common stock to the Holders pursuant to the Exchange Agreements will be made pursuant to the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), provided by Section 4(a)(2) thereof. The Company is relying, in part, upon representations from each Holder that, among other things, it and any account for which it is acting, is (i) an institutional “accredited investor” as defined in Rule 501(a)(1), (2), (3), (7) or (9) under the Securities Act and (ii) a “qualified institutional buyer” as defined in Rule 144A promulgated under the Securities Act.
The shares of the Company’s common stock to be issued in the exchanges have not been registered under the Securities Act or the securities laws of any U.S. state securities or other jurisdiction, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and such other jurisdictions. This Current Report on Form 8-K does not constitute an offer to buy or sell or the solicitation of an offer to sell or buy Notes or shares of the Company’s common stock in any jurisdiction in which such an offer, purchase or sale would be unlawful.
On March 7, 2025, the Company issued a press release announcing the transactions described herein. A copy of this press release is being filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.






Item 9.01 Financial Statements and Exhibits
(d)Exhibits
Exhibit
Number
Exhibit Description
99.1
104The cover page from this Current Report on Form 8-K, formatted as Inline XBRL


SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: March 7, 2025Axon Enterprise, Inc.
By: /s/ BRITTANY BAGLEY
Brittany Bagley
Chief Operating Officer and Chief Financial Officer


AXON ANNOUNCES PRIVATE EXCHANGES OF CONVERTIBLE SENIOR NOTES
SCOTTSDALE, Ariz., March 7, 2025 – Axon Enterprise, Inc. (Nasdaq: AXON) (“Axon”) announced today that it has entered into separate, privately negotiated exchange agreements with certain holders of its 0.50% convertible senior notes due 2027 (the “Notes”). Pursuant to these exchange agreements, Axon has agreed, subject to customary closing conditions, to exchange approximately $407.5 million aggregate principal amount of the Notes for exchange consideration consisting of cash and shares of its common stock that will be determined over an averaging period commencing on March 7, 2025. Assuming the per share volume-weighted average price of Axon’s common stock during each day of the averaging period is $499.31 (the closing price of Axon’s common stock on March 6, 2025), Axon expects to issue an aggregate of approximately 1.0 million shares of common stock upon consummation of the exchanges. The cash portion of the exchange consideration will represent the principal amount of, and accrued and unpaid interest on, the Notes being exchanged. Following the closing of the exchanges, which is expected to occur on or about March 13, 2025, Axon will have approximately $282.5 million aggregate principal amount of Notes outstanding.
In connection with these exchanges, Axon expects the various exchange agreement counterparties who have hedged their equity price risk with respect to the Notes being exchanged (the “hedged holders”) will unwind all or part of their hedge positions by purchasing Axon’s common stock and/or entering into or unwinding various derivative transactions with respect to Axon’s common stock. The amount of Axon’s common stock to be purchased by the hedged holders or the notional number of shares of Axon’s common stock underlying such derivative transactions may be substantial in relation to the historic average daily trading volume of Axon’s common stock. This activity by the hedged holders could increase (or reduce the size of any decrease in) the market price of Axon’s common stock. Axon cannot predict the magnitude of such market activity or the overall effect it will have on the price of Axon’s common stock.
The shares of Axon’s common stock to be issued in the exchanges have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any U.S. state securities or other jurisdiction, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and such other jurisdictions. This press release does not constitute an offer to buy or sell or the solicitation of an offer to sell or buy Notes or shares of Axon’s common stock in any jurisdiction in which such an offer, purchase or sale would be unlawful.
ABOUT AXON
Axon is a technology leader in global public safety. Our moonshot goal is to cut gun-related deaths between police and the public by 50% before 2033. Axon is building the public safety operating system of the future by integrating a suite of hardware devices and cloud software solutions that lead modern policing. Axon’s suite includes TASER energy devices, body cameras, in-car cameras, cloud-hosted digital evidence management solutions, productivity software and real-time operations capabilities. Axon’s growing global customer base includes first responders across international, federal, state and local law enforcement, fire, corrections and emergency medical services, as well as the justice sector, enterprises and consumers.
Media Contact:
Alex Engel
Vice President, Communications
Press@Axon.com

Non-Axon trademarks are property of their respective owners.
The Delta Logo and Axon are trademarks of Axon Enterprise, Inc., some of which are registered in the US and other countries. For more information visit www.axon.com/legal. All rights reserved.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION
Forward-looking statements in this press release include, but are not limited to, statements regarding Axon’s future plans and goals, the consummation of the exchanges, the effect of the exchanges on the price of Axon’s common stock, the number of shares of common stock to be issued in the exchanges, proposed products and services and related development efforts and activities and expectations about the market for Axon’s current and future products and services, including statements related to Axon’s user base and customer profiles. Words such as “may,” “will,” “should,” “could,” “would,” “predict,” “potential,” “continue,” “expect,” “anticipate,” “future,” “intend,” “plan,” “believe,” “estimate,” and similar expressions, as well as statements in future tense, identify forward-looking statements. However, not all forward-looking statements contain these words.


Axon cannot guarantee that any forward-looking statement will be realized, although it believes it has been prudent in Axon’s plans and assumptions. Achievement of future results is subject to risks, uncertainties and potentially inaccurate assumptions. The following important factors could cause actual results to differ materially from those in the forward-looking statements: Axon’s exposure to cancellations of government contracts due to non-appropriation clauses, exercise of a cancellation clause or non-exercise of contractually optional periods; the ability of law enforcement agencies to obtain funding, including based on tax revenues; Axon’s ability to design, introduce and sell new products, services or features; Axon’s ability to defend against litigation and protect Axon’s intellectual property, and the resulting costs of this activity; Axon’s ability to win bids through the open bidding process for governmental agencies; Axon’s ability to manage its supply chain and avoid production delays, shortages and impacts to expected gross margins; the impacts of inflation, macroeconomic conditions and global events; the impact of catastrophic events or public health emergencies; the impact of stock-based compensation expense, impairment expense and income tax expense on Axon’s financial results; customer purchase behavior, including adoption of Axon’s software as a service delivery model; negative media publicity or sentiment regarding Axon’s products; the impact of various factors on gross margins; defects in, or misuse of, Axon’s products; changes in the costs of product components and labor; loss of customer data, a breach of security or an extended outage, including by Axon’s third-party cloud-based storage providers; exposure to international operational risks; delayed cash collections and possible credit losses due to Axon’s subscription model; changes in government regulations in the United States and in foreign markets, especially related to the classification of Axon’s products by the United States Bureau of Alcohol, Tobacco, Firearms and Explosives; Axon’s ability to integrate acquired businesses; the impact of declines in the fair values or impairment of Axon’s investments, including Axon’s strategic investments; Axon’s ability to attract and retain key personnel; litigation or inquiries and related time and costs; Axon’s ability to remediate the material weakness in Axon’s internal controls; and counter-party risks relating to cash balances held in excess of federally insured limits. Many events beyond Axon’s control may determine whether results it anticipates will be achieved. Should known or unknown risks or uncertainties materialize, or should underlying assumptions prove inaccurate, actual results could differ materially from past results and those anticipated, estimated or projected. You should bear this in mind as you consider forward-looking statements. The Annual Report on Form 10-K that Axon filed with the Securities and Exchange Commission ("SEC") for the year ended December 31, 2024, lists various important factors that could cause actual results to differ materially from expected and historical results. These factors are intended as cautionary statements for investors within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended. Readers can find them under the heading “Risk Factors” in Axon’s Annual Report on Form 10-K for the year ended December 31, 2024, and investors should refer to them. You should understand that it is not possible to predict or identify all such factors. You should understand that it is not possible to predict or identify all such factors. Consequently, you should not consider any such list to be a complete set of all potential risks or uncertainties.
Except as required by law, Axon undertakes no obligation to publicly update forward-looking statements, whether as a result of new information, future events or otherwise. You are advised, however, to consult any further disclosures Axon makes on related subjects in Axon’s Form 8-K, 10‑Q and 10‑K reports to the SEC.




v3.25.0.1
Document and Entity Information Document
Mar. 06, 2025
Cover [Abstract]  
Document Type 8-K
Document Period End Date Mar. 06, 2025
Entity Registrant Name Axon Enterprise, Inc.
Entity Central Index Key 0001069183
Amendment Flag false
Entity Incorporation, State or Country Code DE
Entity File Number 001-16391
Entity Tax Identification Number 86-0741227
Entity Address, Address Line One 17800 N. 85th St.
Entity Address, City or Town Scottsdale
Entity Address, State or Province AZ
Entity Address, Postal Zip Code 85255
City Area Code 480
Local Phone Number 991-0797
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, $0.00001 Par Value
Trading Symbol AXON
Security Exchange Name NASDAQ
Entity Emerging Growth Company false
Axon Enterprise (NASDAQ:AXON)
Graphique Historique de l'Action
De Fév 2025 à Mar 2025 Plus de graphiques de la Bourse Axon Enterprise
Axon Enterprise (NASDAQ:AXON)
Graphique Historique de l'Action
De Mar 2024 à Mar 2025 Plus de graphiques de la Bourse Axon Enterprise