Halozyme Therapeutics, Inc. Announces Pricing of Upsized Private Offering of $1.3 Billion of Convertible Senior Notes due 2033

Halozyme Therapeutics, Inc. ("Halozyme" or the "Company"), today announced the pricing of $1.3 billion aggregate principal amount of 1.50% convertible senior notes due 2033 (the "Convertible Notes"). The offering size was increased from the previously announced offering size of $1.05 billion aggregate principal amount of notes. The Company also granted a 13-day option to the initial purchasers to purchase up to an additional $200 million aggregate principal amount of the Convertible Notes. The Convertible Notes are being offered and sold only to persons reasonably believed to be "qualified institutional buyers" pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"). The Convertible Notes will be senior, unsecured obligations of the Company and will accrue interest payable semi-annually in arrears at an annual rate of 1.50%. The Convertible Notes have an initial conversion rate of 7.1509 shares of the Company's common stock per $1,000 principal amount of Convertible Notes (which is equivalent to an initial conversion price of approximately $139.84 per share of the Company's common stock, representing an initial conversion premium of approximately 27.5% above the closing price of $109.68 per share of the Company's common stock on September 17, 2026). The conversion rate for the Convertible Notes is subject to adjustment in some events but will not be adjusted for any accrued and unpaid interest. Holders of the Convertible Notes will have the right to require the Company to repurchase all or a portion of their Convertible Notes upon the occurrence of a fundamental change (as defined in the indenture governing the Convertible Notes) at a cash repurchase price of 100% of their principal amount plus accrued and unpaid interest. The Convertible Notes will mature on October 1, 2033, unless earlier redeemed, repurchased or converted in accordance with their respective terms prior to such date. Prior to the close of business on the business day immediately preceding April 1, 2033, the Convertible Notes will be convertible only upon the satisfaction of certain conditions and during certain periods, and on and after April 1, 2033, at any time prior to the close of business on the second scheduled trading day immediately preceding the maturity date of the Convertible Notes, the Convertible Notes will be convertible regardless of these conditions. The Company will settle conversions in cash and, if applicable, shares of the Company's common stock, at the Company's election. The Company expects to close the offering on September 22, 2026, subject to the satisfaction of various customary closing conditions. In connection with the pricing of the Convertible Notes, the Company entered into privately negotiated capped call transactions relating to the Convertible Notes with one or more financial institutions, which may include one or more of the initial purchasers of the Convertible Notes and/or their respective affiliates (collectively, the "Capped Call Counterparties"). The capped call transactions relating to the Convertible Notes initially cover, subject to customary adjustments, the number of shares of the Company's common stock that will initially underlie the Convertible Notes. The cap price of the capped call transactions relating to the Convertible Notes is initially approximately $208.39 per share of the Company's common stock, representing a premium of approximately 90.0% above the last reported sale price of $109.68 per share of the Company's common stock on September 17, 2026, and is subject to certain adjustments under the terms of the capped call transactions. If the initial purchasers exercise their option to purchase additional notes, the Company may enter into additional capped call transactions with the Capped Call Counterparties. The Company will receive net proceeds from the offering of approximately $1.275 billion (or approximately...