Arrowhead issues $700M zero-coupon convertible notes due 2032; enters capped call to reduce dilution

ARROWHEAD PHARMACEUTICALS, INC.

Arrowhead issued $700M 0.00% convertible senior notes due 2032; conversion price ~$87.07 per share.
Entered capped call transactions costing ~$47.9M to reduce potential dilution from conversion.
Underwriters' over-allotment option of $75M fully exercised; total notes issued $700M.
Notes mature Jan 15, 2032; no regular interest; special interest up to 0.50% for reporting failures.
Initial conversion rate 11.4844 shares per $1,000 principal; redeemable after Jan 16, 2029 under conditions.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

ARROWHEAD PHARMACEUTICALS, INC. entered into underwriting agreement with J.P. Morgan Securities LLC and Jefferies LLC as representatives of the several underwriters valued at an additional $75,000,000 aggregate principal amount of Notes (effective 2026-01-12).

Action: entry
Agreement: underwriting
Counterparty: J.P. Morgan Securities LLC and Jefferies LLC as representatives of the several underwriters
Value: an additional $75,000,000 aggregate principal amount of Notes
Effective: 2026-01-12

Exact text from the filing

Pursuant to an underwriting agreement with J.P. Morgan Securities LLC and Jefferies LLC, as representatives of the several underwriters named therein (the “Underwriters”), the Company granted the Underwriters an option, which is exercisable within 30 days after January 7, 2026, to purchase up to an additional $75,000,000 aggregate principal amount of Notes solely to cover over-allotments.

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

ARROWHEAD PHARMACEUTICALS, INC. entered into Indenture with U.S. Bank Trust Company, National Association valued at $700,000,000 aggregate principal amount (effective 2026-01-12).

Action: entry
Agreement: notes offering
Counterparty: U.S. Bank Trust Company, National Association
Value: $700,000,000 aggregate principal amount
Effective: 2026-01-12

Exact text from the filing

On January 12, 2026, Arrowhead Pharmaceuticals, Inc. (the “Company”) issued $700,000,000 aggregate principal amount of its 0.00% Convertible Senior Notes due 2032 (the “Notes”). The Notes were issued pursuant to, and are governed by, an indenture (the “Base Indenture”), dated as of January 12, 2026, between the Company and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), as supplemented by a first supplemental indenture

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294 material agreements filed in the last 30 days. Browse all material agreements →

ARROWHEAD PHARMACEUTICALS, INC. filing history →

Source: SEC EDGAR

accession 0001193125-26-010582

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