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Get filing alertsVaxcyte raises ~$1.1B via $575M convertible notes and equity offering
Filed October 9, 2026 · Period ending October 6, 2026 · ~1 min read
Key Changes
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Issued $575M of 1.50% convertible senior notes due 2032, with initial conversion price of ~$89.60 per share.
Item 1.01 verify on EDGAR → -
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Sold 7,412,500 common shares at $64.00 and pre-funded warrants for 400,000 shares at $63.999; underwriters fully exercised over-allotment options.
Item 8.01 verify on EDGAR → -
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Net proceeds were ~$544.3M from equity and ~$558.7M from notes, totaling ~$1.1B after fees.
Item 8.01 verify on EDGAR → -
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Notes pay 1.50% semi-annually, mature Oct 15, 2032, and are redeemable at Vaxcyte's option after Oct 22, 2029.
Item 1.01 verify on EDGAR → -
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Noteholders can require repurchase at par plus accrued interest upon a fundamental change.
Item 1.01 verify on EDGAR →
Summary
Vaxcyte completed concurrent equity and convertible note offerings, raising approximately $1.1 billion in net proceeds. The company sold 7,412,500 common shares at $64.00 per share and pre-funded warrants for 400,000 shares at $63.999 each, alongside $575 million of 1.50% convertible senior notes due 2032. Underwriters fully exercised their over-allotment options, increasing the total capital raised.
The notes carry a low coupon and convert at approximately $89.60 per share, providing Vaxcyte with capital while deferring potential dilution until the stock trades above that level. The company can redeem the notes after October 2029 if the stock performs well, and noteholders have repurchase rights in change-of-control scenarios. The offering closed on October 9, 2026.
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 of this Current Report on Form 8-K is incorporated herein by reference.
The company also filed this under Item 2.03, which means it is reporting the arrangement as a direct financial obligation. The Item 2.03 text refers back to the Item 1.01 entry for the terms rather than restating them.
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 initial conversion rate is 11.1607 shares of Common Stock per $1,000 principal amount of Notes, which represents an initial conversion price of approximately $89.60 per share of Common Stock.
Each $1,000 note can convert into about 11.16 shares, implying a conversion price near $89.60 per share. This sets the threshold above which conversion becomes economically attractive for noteholders.
Added in current filing · verify on EDGAR →
will accrue interest at a rate of 1.50% per annum, payable semi-annually in arrears on April 15 and October 15 of each year, beginning on April 15, 2027. The Notes will mature on October 15, 2032
The notes pay 1.50% interest semi-annually starting April 2027 and mature in October 2032. The low coupon reflects the equity conversion feature embedded in the notes.
Added in current filing · verify on EDGAR →
The Notes will be redeemable (a “provisional redemption”), in whole or in part (subject to certain limitations described below), at Vaxcyte’s option at any time, and from time to time, on or after October 22, 2029
Vaxcyte can redeem the notes starting in October 2029 if its stock price exceeds 130% of the conversion price for the required period. This gives the company flexibility to retire the debt early if the stock performs well.
Added in current filing · verify on EDGAR →
noteholders may require Vaxcyte to repurchase their Notes at a cash repurchase price equal to the principal amount of the Notes to be repurchased, plus accrued and unpaid interest
If a fundamental change occurs, such as certain business combinations or delisting events, noteholders can force Vaxcyte to buy back the notes at par plus accrued interest. This protects investors in change-of-control scenarios.
Event · Item 8.01 — Other Events
Vaxcyte raised ~$1.1B via concurrent equity and convertible note offerings, with both over-allotment options fully exercised.
Added in current filing · verify on EDGAR →
$500,000,000 aggregate principal amount of its 1.50% Convertible Senior Notes due 2032
Vaxcyte issued $500 million of 1.50% convertible senior notes due 2032. The underwriters fully exercised a $75 million over-allotment option, bringing total notes to $575 million.
Added in current filing · verify on EDGAR →
the Equity Underwriters agreed to purchase the shares of Common Stock from Vaxcyte at a price of $60.64 per share and the pre-funded warrants at a price of $60.639 per pre-funded warrant
Underwriters paid $60.64 per common share and $60.639 per pre-funded warrant, representing the underwriting discount from the public offering prices.
Added in current filing · verify on EDGAR →
The Concurrent Offerings closed on October 9, 2026.
Both the equity and debt offerings closed on October 9, 2026, completing the capital raise.
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Figures/quotes linked to EDGAR · Narrative written by AI · Oct 12, 2026 · How we verify