Akamai prices $3B zero-coupon convertible notes

Akamai Technologies is raising capital through a private offering of zero-coupon convertible senior notes.

Rhea-AI Filing Summary

Akamai Technologies is raising capital through a private offering of zero-coupon convertible senior notes. The company priced $1.5 billion of notes due 2030 and $1.5 billion due 2032 for qualified institutional buyers, upsized from an earlier $1.3 billion per tranche plan.

The 2030 notes initially convert at 4.9650 shares per $1,000, equal to about $201.41 per share, a 42.5% premium to the $141.34 closing price on May 19 2026. The 2032 notes convert at 5.2408 shares per $1,000, or about $190.81 per share, a 35.0% premium.

Akamai expects net proceeds of about $2,958.0 million, or $3,451.8 million if the overallotment is fully exercised. It plans to fund accelerated Cloud Infrastructure Services capital expenditures, spend roughly $203 million on convertible note hedge costs and allocate about $350 million to repurchase stock at $141.34 per share.

Insights

Capital structure analyst

Akamai issues $3B zero-coupon converts, pairing hedges with buybacks.

Akamai Technologies is issuing $3.0B of 0% convertible senior notes split between 2030 and 2032 maturities, upsized from $2.6B initially. The notes are senior unsecured, with no regular interest and fixed maturities, giving the company low-cash-cost funding.

The initial conversion prices of about $201.41 and $190.81 per share reflect premiums of 42.5% and 35.0% to the $141.34 share price on May 19, 2026. Akamai also put in place convertible note hedge and warrant transactions sized to the underlying shares.

Net proceeds of roughly $2.96B–$3.45B are earmarked for accelerated Cloud Infrastructure Services capital expenditures, hedge costs of about $203M, and approximately $350M of share repurchases at $141.34. Overall, this reshapes the capital structure with potential future dilution rather than near-term interest expense.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

2030 notes size: $1.5 billion 2032 notes size: $1.5 billion Upsized from: $1.3 billion + $1.3 billion +5 more

8 metrics

2030 notes size $1.5 billion Aggregate principal amount of 0% convertible notes due 2030

2032 notes size $1.5 billion Aggregate principal amount of 0% convertible notes due 2032

Upsized from $1.3 billion + $1.3 billion Original announced sizes for 2030 and 2032 notes

Expected net proceeds $2,958.0 million Estimated net proceeds, excluding full exercise of option

Net proceeds with option $3,451.8 million Estimated net proceeds if additional notes option fully exercised

CIS capex and uses $203M hedge, $350M buyback Approximate net proceeds for hedge costs and share repurchases

2030 conversion price $201.41 per share Initial conversion price, 42.5% premium to $141.34 close

2032 conversion price $190.81 per share Initial conversion price, 35.0% premium to $141.34 close

Key Terms

convertible senior notes, qualified institutional buyers, convertible note hedge transactions, warrant transactions, +2 more

6 terms

convertible senior notes financial

"priced its private offering of $1.5 billion in aggregate principal amount of 0% convertible senior notes due 2030"

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.

qualified institutional buyers regulatory

"in a private offering 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 transactions financial

"entered into convertible note hedge transactions and warrant transactions with one or more of the initial purchasers"

Convertible note hedge transactions are agreements made alongside convertible debt that limit the market impact when those notes convert into shares by using separate contracts that offset or neutralize the new stock issuance (for example, arranging share sales, purchases, or option contracts). Investors care because these hedges can reduce or delay dilution and dampen price swings—think of them like insurance that limits how much a conversion can dilute existing owners or move the stock price.

warrant transactions financial

"The warrants will cover, subject to customary anti-dilution adjustments, the same number of shares"

Warrant transactions are the issuance, sale, transfer, exercise or cancellation of warrants — contracts that give a holder the right to buy a company’s shares at a set price for a set period. Investors care because exercising warrants can raise cash for the company but also increase the number of shares outstanding, diluting existing ownership and potentially affecting the stock price; think of warrants like gift certificates that can be turned in later for a product at a fixed cost.

fundamental change repurchase price financial

"holders may require Akamai to repurchase for cash all or any portion of their notes at a fundamental change repurchase price"

special interest financial

"Any special interest will be payable semiannually in arrears on May 15 and November 15 of each year"

A special interest is a group or organization that seeks to influence government policy, corporate actions, or public opinion to benefit its members or a specific cause. For investors it matters because these groups can drive changes—through lobbying, public campaigns, or shareholder activism—that affect a company’s costs, legal risks, reputation, or market value, much like a local community pushing for a zoning change that alters neighborhood property prices.

FAQ

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

What type and size of convertible notes is Akamai (AKAM) issuing?

Akamai is issuing 0% convertible senior notes totaling $3.0 billion, split evenly between 2030 and 2032 maturities. The offering was upsized from $1.3 billion per tranche to $1.5 billion per tranche for qualified institutional buyers.

What are the initial conversion prices for Akamai’s 2030 and 2032 notes?

The 2030 notes initially convert at about $201.41 per share, while the 2032 notes convert at about $190.81 per share. These levels reflect 42.5% and 35.0% premiums to Akamai’s $141.34 closing share price on May 19, 2026.

How much net cash does Akamai (AKAM) expect from the convertible note offering?

Akamai estimates net proceeds of approximately $2,958.0 million, or about $3,451.8 million if the initial purchasers fully exercise their options. These figures are after deducting initial purchasers’ discounts and estimated offering expenses payable by Akamai.

How does Akamai plan to use the proceeds from the convertible notes?

Akamai plans to fund accelerated Cloud Infrastructure Services capital expenditures, spend about $203 million on convertible note hedge transaction costs, and use approximately $350 million to repurchase common stock at $141.34 per share from note purchasers in privately negotiated transactions.

What premiums do Akamai’s convertible notes offer over the current share price?

The 2030 notes’ initial conversion price represents about a 42.5% premium, and the 2032 notes’ price represents about a 35.0% premium. Both are calculated relative to Akamai’s $141.34 per share closing price on May 19, 2026.

Will Akamai’s new convertible notes pay regular interest to investors?

The new convertible notes will not bear regular interest, and the principal amount will not accrete. Only special interest, if payable, will be paid semiannually on May 15 and November 15, beginning November 15, 2026, under specified conditions.

What is the purpose of Akamai’s convertible note hedge and warrant transactions?

The convertible note hedge transactions are designed to reduce potential dilution or offset cash payments upon conversion. The accompanying warrant transactions could be dilutive if Akamai’s share price exceeds the warrant strike price, unless the company elects to settle the warrants in cash.

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

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Accepted by SEC EDGAR 05/20/2026 - 07:45 AM EDT Learn about SEC filing dates

AKAMAI TECHNOLOGIES INC false 0001086222 0001086222 2026-05-19 2026-05-19

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

May 19, 2026

AKAMAI TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

Delaware		000-27275		04-3432319
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

145 Broadway

Cambridge, MA 02142

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (617) 444-3000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.01 par value		AKAM		Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐  

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01. Other Events.

On May 19, 2026, Akamai Technologies, Inc. issued a press release announcing that it has priced $1.5 billion of Convertible Senior Notes due 2030 and $1.5 billion of Convertible Senior Notes due 2032 in a private offering to persons reasonably believed to be qualified institutional buyers. A copy of the press release is filed herewith as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

99.1		Press release dated May 19, 2026
104		Cover page interactive data file (the cover page XBRL tags are embedded within the inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

				AKAMAI TECHNOLOGIES, INC.
Date: May 20, 2026				By:		/s/ Aaron S. Ahola
				Name:		Aaron S. Ahola
				Title:		Executive Vice President, General Counsel and Corporate Secretary

Exhibit 99.1

Akamai Announces Pricing of Upsized Offering of Convertible Senior Notes

CAMBRIDGE, Mass. – May 19, 2026 – Akamai Technologies, Inc. (NASDAQ: AKAM) (“Akamai”), the cybersecurity and cloud computing company that powers and protects business online, today announced that it has priced its private offering of $1.5 billion in aggregate principal amount of 0% convertible senior notes due 2030 (the “2030 Notes”) and $1.5 billion in aggregate principal amount of 0% convertible senior notes due 2032 (the “2032 Notes” and, together with the 2030 Notes, the “notes”). The notes will 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 has granted the initial purchasers for the offering an option to purchase up to an additional $250.0 million in aggregate principal amount of the 2030 Notes and an additional $250.0 million in aggregate principal amount of the 2032 Notes, in each case, on the same terms and conditions. The sale of the notes is expected to close on May 22, 2026, subject to customary closing conditions. The offering was upsized from the previously announced offering of $1.3 billion in aggregate principal amount of the 2030 Notes and $1.3 billion in aggregate principal amount of the 2032 Notes.

The notes will be senior unsecured obligations of Akamai. The 2030 Notes will mature on May 15, 2030 and the 2032 Notes will mature on May 15, 2032, in each case, unless earlier converted or repurchased in accordance with their terms. The notes will not bear regular interest, and the principal amount of the notes will not accrete. Any special interest will be payable semiannually in arrears on May 15 and November 15 of each year, beginning on November 15, 2026 (if and to the extent special interest is then payable). The 2030 Notes will be convertible prior to the close of business on the business day immediately preceding January 15, 2030 and the 2032 Notes will be convertible prior to the close of business on the business day immediately preceding January 15, 2032, in each case, only under certain circumstances, and the notes will be convertible thereafter at any time prior to the close of business on the second scheduled trading day immediately preceding their respective maturity date regardless of these circumstances. 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 its common stock or a combination of cash and shares of common stock, at Akamai’s election, in respect of the remainder, if any, of Akamai’s conversion obligation in excess of the aggregate principal amount of the notes being converted. The conversion rate of the 2030 Notes will initially be 4.9650 shares of Akamai’s common stock per $1,000 principal amount of notes, which is equivalent to an initial conversion price of approximately $201.41 per share of Akamai’s common stock, subject to adjustments in certain events. The initial conversion price of the 2030 Notes represents a premium of approximately 42.5% to the $141.34 per share closing price of Akamai’s common stock on May 19, 2026. The conversion rate of the 2032 Notes will initially be 5.2408 shares of Akamai’s common stock per $1,000 principal amount of notes, which is equivalent to an initial conversion price of approximately $190.81 per share of Akamai’s common stock, subject to adjustments in certain events. The initial conversion price of the 2032 Notes represents a premium of approximately 35.0% to the $141.34 per share closing price of Akamai’s common stock on May 19, 2026.

Akamai estimates that the net proceeds from the offering will be approximately $2,958.0 million (or approximately $3,451.8 million if the initial purchasers exercise their option to purchase additional notes in full), after deducting the initial purchasers’ discounts and estimated offering expenses payable by Akamai.

Subject to costs and expenses related to the convertible note hedge and warrant transactions and share repurchases described below, Akamai intends to use the remaining net proceeds from the offering to fund the accelerated capital expenditure requirements of the Cloud Infrastructure Services (CIS) business, prioritizing the rapid build-out of Akamai’s global footprint, and for general corporate purposes.

Akamai intends to use approximately $203 million 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.

Akamai also intends to use approximately $350 million of the net proceeds from the offering to repurchase shares of its common stock from purchasers of the notes in the offering in privately-negotiated transactions effected through one or more of the initial purchasers or their affiliates. The purchase price per share in such transactions will equal $141.34, the closing price per share of Akamai’s common stock on May 19, 2026.

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 special interest to, but excluding, the fundamental change repurchase date.

In connection with the pricing of the notes, Akamai entered 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 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 are likely to do so during any observation period related to a conversion of the notes or following any repurchase of the notes by Akamai). 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 was and 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 offering of the notes, its use of proceeds from the offering and the effect of the concurrent stock repurchase and the convertible note hedge and warrant transactions. There can be no assurance that Akamai will be able to complete the 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 cybersecurity and cloud computing company that powers and protects business online. Our market-leading security solutions, superior threat intelligence and global operations team provide defense in depth to safeguard enterprise data and applications everywhere. Akamai’s full-stack cloud computing solutions deliver performance and affordability on the world’s most distributed platform. Global enterprises trust Akamai to provide the industry-leading reliability, scale and expertise they need to grow their business with confidence.

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

Filing Exhibits & Attachments

4 documents

Press Releases

• EX-99.1 EX-99.1 15.6 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 16.8 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 10.6 KB