8-KCurrent report
Material agreement
UnverifiedVoyager Technologies issued $402.5 million of 0% Convertible Senior Notes due 2032, including full exercise of a $52.5 million option, at an initial conversion price of approximately $40.82 per share.
2.03 New financial obligation3.02 Unregistered equity sales8.01 Other events
Filed Sep 28, 2026 · 12:08 ET
Summary
This summary has not passed every source check. Confirm figures against the original document.
- On September 28, 2026, Voyager issued $402,500,000 aggregate principal amount of 0% Convertible Senior Notes due 2032, which includes $52,500,000 from full exercise of the initial purchasers' option.
- The Notes bear no regular interest and do not accrete, mature on October 15, 2032, and carry an initial conversion rate of 24.4978 shares of Class A common stock per $1,000 principal, an initial conversion price of approximately $40.82 per share.
- The initial conversion price represents a premium of approximately 30% over the last reported sale price of $31.40 per share on September 23, 2026.
- Voyager entered into capped call transactions with an initial cap price of $78.50 per share, a 150% premium over the September 23, 2026 sale price, at a cost of approximately $52.5 million.
- On September 22, 2026, the Company entered into a Fifth Amendment to its Credit Agreement dated May 30, 2025 with JPMorgan Chase Bank, N.A. to increase the amount of convertible debt permitted under the facility.
- Net proceeds were estimated at approximately $340.4 million, or approximately $391.6 million with full option exercise, with the remainder after funding capped calls used for general corporate purposes.
Key facts
- Option amount
- $52,500,000
From the filing for Option amount
“up to an additional $52,500,000 aggregate principal amount of Notes. The Notes issued on September 28, 2026 include $52,500,000 aggregate principal amount of Notes issued pursuant to the full exercise”
- Maturity
- October 15, 2032
From the filing for Maturity
“The Notes will mature on October 15, 2032, unless earlier repurchased, redeemed or converted.”
- Conversion rate
- 24.4978 shares per $1,000
From the filing for Conversion rate
“The initial conversion rate is 24.4978 shares of the Company's Class A common stock per $1,000 principal amount of Notes”
- Conversion price
- approximately $40.82 per share
From the filing for Conversion price
“which represents an initial conversion price of approximately $40.82 per share of the Company's Class A common stock”
- Conversion premium
- approximately 30%
From the filing for Conversion premium
“The initial conversion price represents a premium of approximately 30% over the last reported sale price of $31.40 per share of Voyager's Class A common stock on September 23, 2026”
- Capped call cap price
- $78.50 per share
From the filing for Capped call cap price
“The cap price of the Capped Call Transactions is initially $78.50 per share (subject to adjustment under the terms of the Capped Call Transactions), which represents a premium of 150%”
- Net proceeds
- approximately $340.4 million
From the filing for Net proceeds
“the net proceeds from the offering will be approximately $340.4 million (or approximately $391.6 million if the initial purchasers fully exercise their option to purchase additional notes)”
Why it mattersThe offering raises roughly $340.4 million in net proceeds intended in part for organic growth and strategic acquisitions, while capped calls and a conversion price near $40.82 limit near-term dilution. The Credit Agreement amendment increases permitted convertible debt.
- Filed
- Sep 28, 2026
- Accepted
- 2026-09-28 16:08Z
- Period
- Sep 22, 2026
- Accession no.
- 0001628280-26-063717
- Size
- 3.4 MB
- Index
- Filing index