Exhibit 99.1
Akamai Announces Proposed Offering of Convertible Senior Notes
CAMBRIDGE, Mass. – May 18, 2026 – Akamai Technologies, Inc. (NASDAQ: AKAM) (“Akamai”), the cybersecurity and
cloud computing company that powers and protects business online, today announced that it proposes to offer, subject to market factors and other conditions, $1.3 billion in aggregate principal amount of 0% convertible senior notes due 2030 (the
“2030 Notes”) and $1.3 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 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 $200.0 million in aggregate principal amount of the 2030 Notes and an additional $200.0 million in aggregate principal amount of the 2032 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. The notes will not bear regular interest, and the principal amount of the notes will not accrete.
Any special interest on the notes will be payable semi-annually 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 mature on
May 15, 2030 and the 2032 Notes will mature on May 15, 2032, in each case, unless earlier repurchased or converted in accordance with their terms prior to such date. The initial conversion rate, offering price and other terms of the 2030
Notes and the 2032 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 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 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.
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. Akamai expects the purchase price per share in such
transactions to equal the closing price per share of Akamai’s common stock on the date of pricing of the offering. The amount of Akamai’s common stock that Akamai actually repurchases may be more or less than $350 million.
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 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
