Latham Advises on Arrowhead Pharmaceuticals Upsized Offerings of US$625 Million Convertible Senior Notes, and US$200 Million Common Stock and Pre-Funded Warrants

Arrowhead Pharmaceuticals, Inc. (NASDAQ: ARWR) has announced the pricing of its concurrent public offerings of (i) US$625 million aggregate principal amount of 0.00% convertible senior notes due 2032 (the notes) and (ii) 3,100,776 shares of common stock, at a public offering price of US$64.50 per share (or, in lieu of shares of common stock to certain investors, pre-funded warrants, at a public offering price of US$64.499 per pre-funded warrant, for up to 1,550,387 shares of common stock). The issuance and sale of the notes are scheduled to settle on January 12, 2026, and the issuance and sale of the common stock and, if applicable, the pre-funded warrants are scheduled to settle on January 9, 2026, in each case subject to customary closing conditions. Arrowhead also granted the underwriters of the note offering a 30-day option to purchase up to an additional US$75 million principal amount of notes solely to cover over-allotments and granted the underwriters of the common stock and pre-funded warrant offering a 30-day option to purchase up to an additional 465,116 shares of common stock. The completion of the note offering will not be contingent on the completion of the common stock and pre-funded warrant offering, and the completion of the common stock and pre-funded warrant offering will not be contingent on the completion of the note offering.

Latham & Watkins LLP advised the underwriters in the offerings with a Capital Markets team led by San Diego partner Matt Bush, New York/Los Angeles partner Greg Rodgers, Los Angeles partner Arash Aminian Baghai, and San Diego counsel Anthony Gostanian, with associates Andrew Bentz, Omeed Valipour, Sterling Swift, Steve Hess, and Ariana Alemi. Advice was also provided on derivatives matters by New York partner Catherine Lee and counsel Christopher Yu, with associate Adam Zhang, and assistance from Rebecca Kientz; and on tax matters by New York partner Elena Romanova, with associate Jack Santoro.