Akamai Announces Proposed Offering of Convertible Senior Notes

Planned financing would address part of the 2027 note maturity while adding debt due in 2028 and 2031.

Rhea-AI Summary

Akamai Technologies (AKAM) proposed a convertible senior note offering to refinance existing notes and fund cloud infrastructure capital spending. The proposed offering comprises $1.1 billion due 2028 and $1.1 billion due 2031, with purchaser options for up to an additional $150.0 million of each series. Interest rates, conversion rates and offering prices will be set at pricing.

Akamai intends to use proceeds partly to repay a portion of its $1.15 billion of outstanding 0.375% convertible notes due September 1, 2027, or cover earlier conversions, and fund Cloud Infrastructure Services capital spending. Planned share-linked hedges are expected to reduce conversion dilution or offset cash payments above principal, but carry costs; accompanying warrants could separately dilute shareholders. The offering is subject to market factors and other conditions.

4 points · 0 major

MixediHow this balance works

How this balance works

Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

How the balance worksHow Sentiment works

0 major · 7 points

Hollow bars mark forward-looking points. How the balance works

Positive

• Moderate point. Forward-looking: it has not happened yet and may not happen.Proposed financing would raise $1.1 billion per series, with purchaser options for up to $150.0 million more per series. 9.2% of market cap
• Minor point. Forward-looking: it has not happened yet and may not happen.Planned proceeds would address part of $1.15 billion of 0.375% notes maturing September 1, 2027, or earlier conversions.
• Minor point. Forward-looking: it has not happened yet and may not happen.Planned proceeds would fund Cloud Infrastructure Services capital expenditure requirements.
• Minor point. Forward-looking: it has not happened yet and may not happen.Planned convertible note hedges are expected to reduce dilution or offset conversion cash payments above principal.

Negative

• Moderate point. Forward-looking: it has not happened yet and may not happen.Note conversions could issue common shares for obligations above principal, potentially diluting shareholders.
• Minor point. Forward-looking: it has not happened yet and may not happen.Proposed senior unsecured debt would mature November 15, 2028 and November 15, 2031, unless redeemed, repurchased or converted earlier.
• Minor point. Forward-looking: it has not happened yet and may not happen.Planned warrants could dilute shareholders above their strike price, unless settled in cash subject to conditions.
• Minor point. Forward-looking: it has not happened yet and may not happen.Planned hedge transactions would consume offering proceeds, with costs partially offset by warrant-sale proceeds.
• Minor pointOffering completion remains subject to market factors and other conditions.

2 minor points

• Minor point. Forward-looking: it has not happened yet and may not happen.Interest would be payable semi-annually on May 15 and November 15, beginning May 15, 2027.
• Minor point. Forward-looking: it has not happened yet and may not happen.A qualifying fundamental change could require cash repurchases at 100% of principal plus accrued unpaid interest.

News Explained

Under the proposed notes’ conversion terms, Akamai would pay cash up to the principal amount being converted, then may settle any excess in cash, common shares, or a combination at its election; share issuance on conversion therefore depends on Akamai’s settlement choice.

Key Figures

2028 Notes principal: $1.1 billion 2031 Notes principal: $1.1 billion Additional 2028 Notes option: $150.0 million +3 more

2028 Notes principal

$1.1 billion

Proposed aggregate principal amount; due 2028

2031 Notes principal

$1.1 billion

Proposed aggregate principal amount; due 2031

Additional 2028 Notes option

$150.0 million

Additional principal amount available to initial purchasers

Additional 2031 Notes option

$150.0 million

Additional principal amount available to initial purchasers

2027 Convertible Notes outstanding

$1.15 billion

Outstanding principal amount Akamai intends to repay at maturity in part

2027 Convertible Notes interest rate

0.375%

Rate on outstanding Convertible Senior Notes due 2027

Previous Offering Reports

2 past events · Latest: May 19

Same Type 2 events

1. May 19

   Convertible note pricing

   24h Move

   +1.6%

   Priced an upsized private offering of convertible notes due 2030 and 2032.

2. May 18

   Proposed note offering

   24h Move

   -6.3%

   Proposed private convertible note offerings to fund cloud infrastructure capital expenditures and related transactions.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

convertible senior notes, rule 144a, qualified institutional buyers, convertible note hedge

4 terms

convertible senior notes financial

"aggregate principal amount of convertible senior notes due 2028"

Convertible senior notes are a type of loan that a company issues to investors, which can be turned into company shares later on. They are called "senior" because they are paid back before other debts if the company runs into trouble. This allows investors to earn interest like a loan but also have the chance to own part of the company if its value rises.

rule 144a regulatory

"pursuant to Rule 144A under the Securities Act"

Rule 144A is a regulation that makes it easier for companies to sell private bonds to large investors without going through all the usual rules that apply to public sales. It matters because it helps companies raise money more quickly and privately, often attracting big investors looking for special deals.

qualified institutional buyers financial

"sold only to persons reasonably believed to be “qualified institutional buyers”"

Qualified institutional buyers are large organizations, like big investment firms or banks, that are allowed to buy certain types of investment opportunities not available to everyday investors. Their size and experience matter because it ensures they understand and can handle complex financial deals, making markets more efficient and secure.

convertible note hedge financial

"Akamai expects to enter into convertible note hedge transactions"

A convertible note hedge is an arrangement used alongside convertible debt to limit the impact on a company’s stock when the debt later turns into shares. Think of it as insurance or a balancing trade that offsets the extra shares that could appear when lenders convert their loans, so current shareholders face less sudden dilution and the market sees a clearer potential change in share count and value.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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CAMBRIDGE, Mass., Nov. 09, 2026 (GLOBE NEWSWIRE) -- Akamai Technologies, Inc. (Nasdaq: AKAM) (“Akamai”), today announced that it proposes to offer, subject to market factors and other conditions, $1.1 billion in aggregate principal amount of convertible senior notes due 2028 (the “2028 Notes”) and $1.1 billion in aggregate principal amount of convertible senior notes due 2031 (the “2031 Notes” and, together with the 2028 Notes, the “notes”). The notes are to be 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”). In addition, Akamai will grant the initial purchasers for the offering an option to purchase up to an additional $150.0 million in aggregate principal amount of the 2028 Notes and an additional $150.0 million in aggregate principal amount of the 2031 Notes, in each case, on the same terms and conditions. Upon conversion, Akamai will pay cash up to the aggregate principal amount of the notes to be converted and pay or deliver, as the case may be, cash, shares of Akamai’s common stock or a combination of cash and shares of common stock, at Akamai’s election, in respect of the remainder, if any, of its conversion obligation in excess of the aggregate principal amount of the notes being converted. Interest on the notes will be payable semi-annually in arrears on May 15 and November 15 of each year, beginning on May 15, 2027. The 2028 Notes will mature on November 15, 2028 and the 2031 Notes will mature on November 15, 2031, in each case, unless earlier redeemed, repurchased or converted in accordance with their terms prior to such date. Akamai may, subject to certain conditions, redeem for cash all, but not less than all, of either series of notes at any time, but only if the aggregate principal amount of such series of notes that remains outstanding is less than 10% of the aggregate principal amount of the notes initially issued under the relevant indenture (including any additional notes issued pursuant to the initial purchasers’ option to purchase additional notes of the relevant series), at a redemption price equal to the principal amount of the notes of such series, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. The interest rate, initial conversion rate, offering price and other terms of the 2028 Notes and the 2031 Notes will be determined at the time of pricing the offering. The notes will be senior unsecured obligations of Akamai.

Subject to costs and expenses related to the convertible note hedge and warrant transactions described below, Akamai intends to use the remaining net proceeds from the offering to repay at maturity a portion of Akamai’s $1.15 billion outstanding aggregate principal amount of 0.375% Convertible Senior Notes due 2027 (the “2027 Convertible Notes”), which mature on September 1, 2027, and/or to pay cash amounts due upon any earlier conversion of the 2027 Convertible Notes, and to fund the capital expenditure requirements of its Cloud Infrastructure Services (CIS) business. In addition, Akamai intends to use any remaining net proceeds for general corporate purposes.

Akamai intends to use a portion of the net proceeds from the offering to pay the cost of the convertible note hedge transactions described below (after such cost is partially offset by the proceeds to Akamai from the sale of warrants pursuant to the warrant transactions described below). If the initial purchasers exercise their option to purchase additional notes, Akamai expects to sell additional warrants and use a portion of the net proceeds from the sale of such additional notes, together with the proceeds from the additional warrant transactions, to enter into additional convertible note hedge transactions with respect to the relevant series of notes as to which the option was exercised.

If Akamai undergoes a fundamental change prior to the maturity date of the notes, subject to certain conditions and limited exceptions, holders may require Akamai to repurchase for cash all or any portion of their notes at a fundamental change repurchase price equal to 100% of the principal amount of the notes to be repurchased, plus any accrued and unpaid interest to, but excluding, the fundamental change repurchase date.

In connection with the pricing of the notes, Akamai expects to enter into convertible note hedge transactions and warrant transactions with one or more of the initial purchasers of the notes and/or their respective affiliates and/or other financial institutions (the “Option Counterparties”). The convertible note hedge transactions will cover, subject to anti-dilution adjustments substantially similar to those applicable to the notes, the same number of shares of Akamai’s common stock that will initially underlie the notes, including any notes purchased by the initial purchasers pursuant to their option to purchase additional notes. The convertible note hedge transactions are expected generally to reduce the potential dilution with respect to Akamai’s common stock upon any conversion of the notes and/or offset any cash payments Akamai is required to make in excess of the principal amount of converted notes, as the case may be. The warrants will cover, subject to customary anti-dilution adjustments, the same number of shares of Akamai’s common stock. The warrant transactions could separately have a dilutive effect with respect to Akamai’s common stock to the extent that the market price per share of Akamai’s common stock exceeds the strike price of the warrants, unless Akamai elects, subject to certain conditions, to settle the warrants in cash.

In connection with establishing their initial hedge of the convertible note hedge and warrant transactions, the Option Counterparties and/or their respective affiliates expect to purchase shares of Akamai’s common stock and/or enter into various derivative transactions with respect to Akamai’s common stock concurrently with or shortly after the pricing of the notes. This activity could increase (or reduce the size of any decrease in) the market price of Akamai’s common stock or the notes at that time. In addition, the Option Counterparties and/or their respective affiliates may modify their hedge positions by entering into or unwinding various derivatives with respect to Akamai’s common stock and/or purchasing or selling Akamai’s common stock or other securities of Akamai in secondary market transactions following the pricing of the notes and prior to the maturity of the notes (and (x) are likely to do so during any observation period related to a conversion of the notes or following any redemption or repurchase of the notes by Akamai in connection with any fundamental change and (y) are likely to do so following any other repurchase of the notes by Akamai to the extent Akamai elects to terminate a corresponding portion of the convertible note hedge transactions in connection with such repurchase). This activity could also cause or avoid an increase or a decrease in the market price of Akamai’s common stock or the notes, which could affect the ability of holders to convert the notes and, to the extent the activity occurs during any observation period related to a conversion of the notes, it could affect the amount and value of the consideration that holders receive upon conversion of the notes.

This press release is being issued pursuant to Rule 135c under the Securities Act and shall not constitute an offer to sell nor a solicitation of an offer to buy any of these securities (including the shares of Akamai’s common stock, if any, issuable upon conversion of the notes). Any offer of notes will be made only by means of a private offering memorandum. The notes and the common stock issuable upon conversion of the notes, if any, have not been and will not be 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 registration requirements.

The release contains information about future expectations, plans and prospects of Akamai’s management that constitute forward-looking statements for purposes of the safe harbor provisions under The Private Securities Litigation Reform Act of 1995, including statements with respect to Akamai’s expectations to complete the proposed offering of the notes, its use of proceeds from the offering and the effect of the convertible note hedge and warrant transactions. There can be no assurance that Akamai will be able to complete the proposed notes offering on the anticipated terms, or at all. Actual results may differ materially from those indicated by these forward-looking statements as a result of various important factors including, but not limited to, the terms of the notes and the offering, risks and uncertainties related to whether or not Akamai will consummate the offering, the impact of general economic, industry, market or political conditions and other factors that are discussed in Akamai’s Annual Report on Form 10-K, quarterly reports on Form 10-Q, and other documents periodically filed with the SEC.

In addition, the statements in this press release represent Akamai’s expectations and beliefs as of the date of this press release. Akamai anticipates that subsequent events and developments may cause these expectations and beliefs to change. However, while Akamai may elect to update these forward-looking statements at some point in the future, it specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing Akamai’s expectations or beliefs as of any date subsequent to the date of this press release.

About Akamai

Akamai is the cloud company that powers and protects an AI-driven world. Our cloud platform extends high-performance cloud computing from the core to the edge, enabling organizations to build and scale next-generation AI applications and providing comprehensive, multilayered security to safeguard enterprises against evolving cyberthreats.

Contacts:
Johanna Schmitt		Mark Stoutenberg
Media Relations		Investor Relations
Akamai Technologies		Akamai Technologies
AkamaiPR@akamai.com		mstouten@akamai.com

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How much is Akamai proposing to raise through its convertible note offering?

Akamai proposes to offer $1.1 billion of notes due 2028 and $1.1 billion of notes due 2031. Initial purchasers will also receive options to buy up to an additional $150.0 million of each series. Interest rates, initial conversion rates and offering prices will be determined at pricing.

How will Akamai settle conversions of the proposed notes?

Akamai will pay cash up to the principal amount of notes being converted. For any conversion obligation above principal, Akamai may choose cash, common shares or a combination of both.

When can Akamai redeem the proposed convertible notes?

Akamai may redeem an entire series for cash, subject to conditions, only when its outstanding principal falls below 10% of the amount initially issued under the relevant indenture, including additional notes issued through purchaser options. The redemption price is principal plus accrued unpaid interest, excluding the redemption date.

What repurchase rights would Akamai noteholders have after a fundamental change?

Following a fundamental change before maturity, holders may require Akamai to repurchase all or part of their notes for 100% of principal plus accrued unpaid interest, subject to conditions and limited exceptions. Interest excludes the fundamental change repurchase date.

How could hedging activity affect Akamai shares and convertible notes?

Counterparty hedging activity could affect Akamai's share and note prices, holders' ability to convert, and conversion consideration. Counterparties expect initial share purchases or derivative transactions around pricing and may later adjust positions, including during conversion observation periods.