Halozyme closes $1.5B of 1.50% convertible notes due 2033 after full overallotment

Halozyme Therapeutics said that on September 22, 2026 it completed the sale of $1.5 billion aggregate principal amount of 1.50% Convertible Senior Notes due 2033, including $200.0 million from the initial purchasers' full exercise of their option to purchase additional notes.

Halozyme closed a $1.5 billion convertible notes sale, pairing a full $200 million overallotment exercise with capped-call hedges and planned cash repurchases of nearer-dated converts.

$1.5 billion of 1.50% notes due 2033

On September 22, 2026, Halozyme Therapeutics, Inc. (Nasdaq: HALO) completed its previously announced sale of $1.5 billion aggregate principal amount of 1.50% Convertible Senior Notes due 2033. That total includes $200.0 million purchased after the initial purchasers fully exercised the option to buy additional notes. The notes were issued under an indenture dated as of September 22, 2026 between the company and The Bank of New York Mellon Trust Company, N.A., as trustee.

Halozyme offered and sold the notes in reliance on Section 4(a)(2) of the Securities Act. The initial purchasers sold them to qualified institutional buyers under Rule 144A. The notes and any common shares issuable on conversion have not been registered under the Securities Act.

The company received about $1.47 billion of net proceeds after initial purchasers' discounts and commissions and estimated offering expenses. Interest accrues at 1.50% per year and is payable semiannually in arrears on April 1 and October 1, beginning April 1, 2027. The notes mature on October 1, 2033, unless earlier converted, redeemed, or repurchased. They are unsecured obligations that rank senior to expressly subordinated indebtedness, equally with other unsubordinated liabilities, effectively junior to secured debt to the extent of collateral, and structurally junior to liabilities of current or future subsidiaries.

Conversion, settlement, and holder options

The initial conversion rate is 7.1509 shares of Halozyme common stock per $1,000 principal amount of notes, equal to an initial conversion price of about $139.84 per share. The conversion rate is subject to customary anti-dilution adjustments but is not adjusted for accrued or unpaid interest. Upon conversion, Halozyme will settle in cash and, if applicable, shares of common stock, at its election.

Before April 1, 2033, holders may convert only if specified conditions are met, including a 130% trading-price trigger after the calendar quarter ending December 31, 2026, a trading-price condition, a company call for redemption, or certain corporate events or distributions described in the indenture. From April 1, 2033 through the close of business on the second scheduled trading day immediately before maturity, holders may convert at any time.

Holders may require Halozyme to repurchase notes for cash upon a fundamental change at 100% of principal plus accrued and unpaid interest, if any, subject to indenture exceptions. In some make-whole fundamental change cases before maturity, Halozyme will increase the conversion rate for converting holders.

Company redemption and capped calls

Halozyme may redeem notes for cash, in whole or in part, on or after October 7, 2030 and on or before the 30th scheduled trading day immediately before maturity if the notes are freely tradable under the indenture and its common stock has traded above 130% of the conversion price for at least 20 trading days in a 30 consecutive trading-day window ending on the trading day before the redemption notice, and also on the trading day immediately before that notice. A separate cleanup redemption lets Halozyme redeem all outstanding notes if less than $100.0 million principal remains outstanding, subject to freely tradable conditions. Redemption prices equal 100% of principal plus accrued and unpaid interest, if any. Calling notes for provisional or cleanup redemption constitutes a make-whole fundamental change for the called notes.

On September 17, 2026, in connection with pricing, Halozyme entered base capped call transactions with certain of the initial purchasers or their affiliates and certain other financial institutions. On September 18, 2026, after the option exercise, it entered additional capped calls with the same counterparties. The capped calls are expected to reduce potential dilution, or offset cash payments above principal on conversion, subject to a cap. The initial cap price is about $208.39 per share — a premium of about 90.0% over the Nasdaq closing price of Halozyme common stock on September 17, 2026. The capped-call cost was about $187.5 million. The transactions are separate from the notes; noteholders have no rights under them. A form of capped call confirmation is filed as Exhibit 10.1.

Use of proceeds and share-issuance ceiling

Halozyme used about $187.5 million of net proceeds to fund the capped calls. It expects to use a further portion to repurchase for cash about $151.7 million principal of its outstanding 0.25% convertible senior notes due 2027 for a total repurchase cost, including accrued interest, of about $217.0 million, and about $220.0 million principal of its outstanding 1.00% convertible senior notes due 2028 for a total repurchase cost, including accrued interest, of about $435.5 million, in privately negotiated transactions through one of the initial purchasers or its affiliate as the company's agent. It intends to use the remainder for general corporate purposes, including working capital, capital expenditures, potential acquisitions and strategic transactions, and possible future note repurchases or repayment of the new notes at maturity or on early optional redemption.

Any common shares issued on conversion would be issued in reliance on Section 3(a)(9) of the Securities Act. Initially, a maximum of 13,676,100 shares may be issued on conversion based on the initial maximum conversion rate of 9.1174 shares per $1,000 principal amount, subject to anti-dilution adjustments.