aibioVaxcyte offers $500,000,000 of 1.50% convertible notes due 2032
Tickers PCVX
Vaxcyte is selling common stock and pre-funded warrants alongside $500,000,000 of convertible senior notes due 2032, a day after reporting Phase 3 data for VAX-31.
Key facts
- Company
- Vaxcyte, Inc. (NASDAQ: PCVX)
- News type
- Debt Financing
- Primary source
- Vaxcyte, Inc. 424B5 (2026-10-08)
The stock offering and the notes
Vaxcyte, Inc. filed a prospectus supplement dated October 6, 2026, for a public offering of 7,412,500 shares of common stock and pre-funded warrants to purchase 400,000 shares. The public offering price is $64.00 a share, below the $66.70 last reported sale price on October 6, 2026. The filing lists a total public offering price of $499,999,600, underwriting discounts of $26,250,000 and proceeds before expenses of $473,749,600. The underwriters can buy up to 1,171,875 more shares for 30 days.
At the same time, Vaxcyte is offering $500,000,000 of 1.50% convertible senior notes due 2032, plus up to another $75,000,000 that the underwriters of the notes can buy. The company estimates net proceeds from the notes at approximately $485.8 million, or approximately $558.7 million if the option is exercised in full. Neither offering depends on the other closing. The notes are offered under a separate prospectus supplement, so this filing gives only their size, rate and expected proceeds.
The banks on the deal
The stock offering lists Jefferies, Leerink Partners, BofA Securities, Evercore ISI, Goldman Sachs & Co. LLC and Guggenheim Securities as bookrunning managers. Mizuho is listed as a bookrunner and BTIG as a lead manager. The filing does not say which bookrunner leads. It does not name the underwriters of the convertible notes, and it names no placement agent for them. The annual report describes an at-the-market program with Jefferies LLC, under which $129.7 million remained for future sales at December 31, 2025.
The data behind the raise
Vaxcyte is a clinical-stage vaccine company that makes its vaccines with the XpressCF cell-free protein synthesis platform. The offering follows the October 5, 2026 announcement of Phase 3 OPUS-1 results for VAX-31, its 31-valent pneumococcal conjugate vaccine for adults. The company says VAX-31 met all prespecified co-primary immunogenicity endpoints in adults 50 and older (n=3,572) and showed a safety profile similar to PCV20 and PCV21.
The results measure immune response, not disease prevention. Against PCV21, VAX-31 met the noninferiority criterion for 17 of 19 shared serotypes. Serotypes 3 and 12F missed the prespecified bar and met only a looser historical threshold. Other studies are still open. OPUS-2 and OPUS-3 data are expected in the first half of 2027, infant Phase 2 data by the end of the first half of 2027, and a manufacturing consistency study is planned before any Biologics License Application. The VAX-24 infant study met its criteria for only some serotypes, and the company paused the VAX-GI shigella program in August 2025.
Use of proceeds, spending and cash
Vaxcyte says it will use the net proceeds, with existing cash and investments, for VAX-31 clinical development, manufacturing scale-up and inventory, preparation for a U.S. adult launch, other early programs and general purposes. The company expects cash, cash equivalents and investments of approximately $2.3 billion at September 30, 2026, a preliminary figure that its independent accountants have not examined.
The spending is large. Research and development expense was $794.3 million in 2025, up from $476.6 million in 2024. The net loss was $766.6 million in 2025, compared with $463.9 million in 2024. Cash used in operations was $655.6 million in 2025, up from $452.6 million. Non-cancelable manufacturing purchase commitments were $585,185 thousand at December 31, 2025, with $447,763 thousand due in 2026.
At June 30, 2026, cash and cash equivalents were $183.2 million, and short-term investments were $1.30 billion, according to a 10-Q filed August 5, 2026.
Dilution and timing
The company had 144,785,934 shares outstanding at June 30, 2026. It says 152,198,434 will be outstanding after the offering, or 153,370,309 if the underwriters exercise their option, excluding the pre-funded warrants. Outstanding options cover 12,111,431 shares at a weighted-average exercise price of $48.86.
New holders buy at a discount to the October 6 market price. The stock offering was set to settle on or about October 9, 2026. The notes' pricing, conversion terms and closing date sit in the separate notes supplement.