Xeris Biopharma Holdings, Inc. has entered into separate, privately negotiated exchange agreements with certain holders of its 8.00% Convertible Senior Notes due 2028 to retire approximately $23 million aggregate principal amount of the Notes. The transaction eliminates approximately $23 million of debt, resulting in approximately $2 million in annual interest savings. The exchange consideration consists of approximately $23 million in cash and a number of shares of its common stock. The number of shares issued will be determined based upon the volume-weighted average price per share of Xeris' common stock over a 21 trading day averaging period commencing on June 11, 2026.

Assuming the per share volume-weighted average price of Xeris' common stock during each day of the averaging period is $6.71, which was the closing price on June 10, 2026, Xeris expects to issue an aggregate of approximately 4.6 million shares of common stock upon consummation of the exchanges. The agreements are subject to customary closing conditions. Morgan Stanley acted as placement agent to the Company in connection with the exchanges.

The exchanges are being conducted pursuant to the exemption from registration provided by Section 4(a)(2) under the Securities Act of 1933, as amended. The shares of Xeris' common stock to be issued in connection with the exchanges have not been registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from such registration requirements.

Transaction Details

The following table outlines the key components of the exchange agreements:

Following the closing of the exchanges, Xeris will have $10.5 million in aggregate principal amount of the Notes outstanding.