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Get filing alertsHalozyme completes $1.5B convertible notes offering, plans buyback of existing notes
Filed September 22, 2026 · Period ending September 22, 2026 · ~1 min read
Key Changes
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Completed sale of $1.5B of 1.50% convertible senior notes due 2033, including full exercise of $200M option.
Item 1.01 verify on EDGAR → -
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Net proceeds of ~$1.47B; ~$187.5M used for capped call transactions to limit dilution.
Item 1.01 verify on EDGAR → -
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Plans to repurchase ~$151.7M of 0.25% notes due 2027 and $220M of 1.00% notes due 2028 for ~$652.5M total.
Item 1.01 verify on EDGAR → -
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Initial conversion rate of 7.1509 shares per $1,000 principal, implying ~$139.84 conversion price.
Item 1.01 verify on EDGAR → -
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Capped call cap price initially ~$208.39, a ~90% premium to Sept 17 close.
Item 1.01 verify on EDGAR →
Summary
Halozyme Therapeutics completed a $1.5 billion convertible notes offering, including the full exercise of the initial purchasers' $200 million option. The notes carry a 1.50% coupon and mature in 2033. Net proceeds were approximately $1.47 billion after fees, with about $187.5 million used to fund capped call transactions that reduce potential dilution from note conversions.
The initial conversion rate is 7.1509 shares per $1,000 principal, implying a conversion price of about $139.84 per share. The capped call transactions have an initial cap price of approximately $208.39 per share, roughly 90% above the September 17, 2026 closing price.
The company expects to use a portion of the net proceeds to repurchase approximately $151.7 million of its 0.25% convertible notes due 2027 and $220.0 million of its 1.00% convertible notes due 2028, for total repurchase costs including accrued interest of approximately $217.0 million and $435.5 million respectively. These repurchases are expected to be privately negotiated transactions through one of the initial purchasers or its affiliate. The filing also discloses that up to 13,676,100 shares of common stock may be issued upon conversion of the new notes, based on an initial maximum conversion rate of 9.1174 shares per $1,000 principal amount, subject to customary anti-dilution adjustments. The shares will be issued in reliance on Section 3(a)(9) of the Securities Act.
Section-by-Section Diff
Event · Item 2.03 — Creation of a Direct Financial Obligation
Item 2.03 also reports this as a direct financial obligation (body incorporates the primary Item by reference).
Added in current filing · verify on EDGAR →
Item 2.03
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 is incorporated herein by reference into this Item 2.03.
The 8-K includes a labeled Item 2.03 section. Its body incorporates the primary Item (typically 1.01) by reference rather than restating terms — do not treat that thinness as 'Item 2.03 absent.' The company is signaling creation of a direct financial obligation alongside the agreement disclosure; keep Item 2.03 visible in the report.
Event · Item 1.01 — Entry into a Material Definitive Agreement
Item 1.01 — Entry into a Material Definitive Agreement filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
the Company expects to use a portion of the net proceeds of the offering to repurchase for cash approximately $151.7 million aggregate principal amount of its outstanding 0.25% convertible senior notes due 2027 (the “2027 Notes”) and $220.0 million aggregate principal amount of its outstanding 1.00% convertible senior notes due 2028 (the “2028 Notes” and, together with the 2027 Notes, the “Existing Convertible Notes”) for a total repurchase cost (including accrued and unpaid interest) of approximately $217.0 million of the 2027 Notes and a total repurchase cost (including accrued and unpaid interest) of approximately $435.5 million of the 2028 Notes in privately negotiated transactions effected through one of the initial purchasers of the Convertible Notes or its affiliate, as the Company’s agent (the “Note Repurchases”).
Halozyme plans to use part of the proceeds to buy back about $151.7 million of its 0.25% notes due 2027 and $220.0 million of its 1.00% notes due 2028. Total repurchase costs including accrued interest are approximately $217.0 million and $435.5 million respectively. Note: these figures were previously disclosed in the company's Sep 18, 2026 8-K.
Event · Item 3.02 — Unregistered Sales of Equity Securities
Halozyme discloses unregistered issuance of up to 13,676,100 shares upon conversion of new Convertible Notes.
Added in current filing · verify on EDGAR →
Initially, a maximum of 13,676,100 shares of the Company’s common stock may be issued upon conversion of the Convertible Notes, based on the initial maximum conversion rate of 9.1174 shares of common stock per $1,000 principal amount of Convertible Notes, which is subject to customary anti-dilution adjustment provisions.
The company discloses that up to 13,676,100 shares of common stock may be issued upon conversion of the Convertible Notes, at an initial maximum conversion rate of 9.1174 shares per $1,000 principal amount. The shares will be issued in reliance on Section 3(a)(9) of the Securities Act, which exempts exchanges with existing security holders from registration.
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Figures/quotes linked to EDGAR · Narrative written by AI · Sep 23, 2026 · How we verify