[8-K] AKAMAI TECHNOLOGIES INC Reports Material Event

Akamai Technologies amended its credit agreement and plans a large convertible debt raise.

Rhea-AI Filing Summary

Akamai Technologies amended its credit agreement and plans a large convertible debt raise. The company entered a Third Amendment to its Credit Agreement that increases its maximum consolidated leverage ratio financial covenant to 4.75:1.00 for the four-quarter periods ending June 30, 2026 and September 30, 2026.

Akamai also announced a proposed private offering to qualified institutional buyers of $1.3 billion aggregate principal amount of 0% convertible senior notes due 2030 and $1.3 billion of 0% convertible senior notes due 2032, with options for an additional $200 million of each series. Net proceeds are expected to fund accelerated capital expenditures for its Cloud Infrastructure Services business, related hedge and warrant transactions, and approximately $350 million of share repurchases.

Insights

Credit and capital structure analyst

Akamai plans $2.6B 0% converts, loosens leverage covenant to fund infrastructure growth and buybacks.

Akamai Technologies is adding sizeable convertible debt while adjusting its bank covenant. The Third Amendment raises the maximum consolidated leverage ratio to 4.75:1.00 for the quarters ending on June 30, 2026 and September 30, 2026, giving more flexibility around debt levels under its Credit Agreement.

The company proposes $1.3 billion of 0% convertible senior notes due 2030 and $1.3 billion due 2032, plus options for $200 million more of each. These senior unsecured notes carry no regular interest, with any special interest payable semi-annually. Proceeds are earmarked for accelerated Cloud Infrastructure Services capital expenditures, general corporate purposes, and related hedge and warrant structures.

Akamai also plans approximately $350 million of share repurchases from note purchasers and will enter convertible note hedge and warrant transactions. The hedges are designed to reduce dilution or excess cash outlay upon conversion, while the warrants could introduce dilution if the stock trades above their strike price. Actual impact will depend on final pricing terms and future share performance.

8-K Event Classification

4 items: 1.01, 2.03, 8.01, 9.01

4 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

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

Leverage covenant: 4.75:1.00 2030 Notes size: $1.3 billion 2032 Notes size: $1.3 billion +5 more

8 metrics

Leverage covenant 4.75:1.00 Maximum consolidated leverage ratio for quarters ending June 30 and September 30, 2026

2030 Notes size $1.3 billion Aggregate principal amount of 0% convertible senior notes due 2030

2032 Notes size $1.3 billion Aggregate principal amount of 0% convertible senior notes due 2032

2030 Notes option $200.0 million Additional 2030 Notes initial purchasers’ option

2032 Notes option $200.0 million Additional 2032 Notes initial purchasers’ option

Stock repurchase $350 million Approximate net proceeds allocated to common stock repurchases

2030 maturity May 15, 2030 Maturity date of the 2030 Notes unless earlier repurchased or converted

2032 maturity May 15, 2032 Maturity date of the 2032 Notes unless earlier repurchased or converted

Key Terms

Convertible Senior Notes, qualified institutional buyers, fundamental change, convertible note hedge transactions, +2 more

6 terms

Convertible Senior Notes financial

"Akamai announced that it proposes to offer ... 0% convertible senior notes due 2030 ... and 0% convertible senior notes due 2032"

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 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.

fundamental change financial

"If Akamai undergoes a fundamental change prior to the maturity date of the notes, subject to certain conditions"

A fundamental change is a major shift in how a company or economy operates, like a new technology or a big change in leadership. It matters because such changes can affect the value or stability of investments, making them more or less attractive. Think of it like a major upgrade or shift in the rules of a game that can change the outcome.

convertible note hedge transactions financial

"Akamai intends to use a portion of the net proceeds from the offering to pay the cost of the convertible note hedge transactions"

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 sale of warrants pursuant to the warrant transactions described below"

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.

senior unsecured obligations financial

"The notes will be senior unsecured obligations of Akamai"

Senior unsecured obligations are loans or bonds that a company promises to pay back with its own money, but without any special guarantees or collateral. If the company runs into financial trouble, these debts are paid after other debts with priority, meaning they are less protected but still important. They matter because they show how risky it is to lend money to a company.

FAQ

What did Akamai Technologies (AKAM) announce in this 8-K filing?

Akamai announced an amendment to its Credit Agreement and a proposed private offering of 0% convertible senior notes due 2030 and 2032, totaling $2.6 billion in principal. It also disclosed plans for related hedge and warrant transactions and approximately $350 million of share repurchases.

What are the key terms of Akamai (AKAM) 0% convertible senior notes?

Akamai proposes $1.3 billion of 0% convertible senior notes due 2030 and $1.3 billion due 2032, with options for an additional $200 million of each series. The notes bear no regular interest, mature in 2030 and 2032, and are senior unsecured obligations convertible into cash and possibly stock.

How will Akamai (AKAM) use the proceeds from the convertible notes offering?

Akamai intends to use net proceeds to fund accelerated capital expenditure requirements of its Cloud Infrastructure Services business, supporting rapid global footprint build-out. Additional uses include costs of convertible note hedge and warrant transactions, general corporate purposes, and approximately $350 million of common stock repurchases from note purchasers.

What change did Akamai (AKAM) make to its credit agreement leverage covenant?

Through Amendment No. 3 to its Credit Agreement, Akamai increased its maximum consolidated leverage ratio financial covenant to 4.75:1.00 for the four-quarter periods ending June 30, 2026 and September 30, 2026. This temporarily allows higher leverage levels while remaining in compliance with its lending agreement.

How does Akamai (AKAM) plan to limit dilution from the convertible notes?

Akamai expects to enter convertible note hedge transactions covering the shares underlying the notes and related warrant transactions. The hedges are designed to reduce dilution or excess cash payments upon conversion, while warrants may be dilutive if the stock exceeds their strike price, unless settled in cash.

What share repurchase activity is tied to Akamai (AKAM) convertible notes deal?

Akamai intends to use approximately $350 million of the net proceeds to repurchase its common stock from purchasers of the notes in privately negotiated transactions. The repurchase price per share is expected to equal the closing price on the offering’s pricing date, with the final repurchase amount potentially varying.

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

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Accepted by SEC EDGAR 05/18/2026 - 04:16 PM Learn about SEC filing dates

AKAMAI TECHNOLOGIES INC false 0001086222 0001086222 2026-05-18 2026-05-18

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 18, 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 1.01 Entry into a Material Definitive Agreement.

On May 18, 2026, Akamai Technologies, Inc. (“Akamai”) entered into an Amendment No. 3 (the “Third Amendment”), by and among Akamai, the financial institutions identified therein as lenders and JPMorgan Chase Bank, N.A., as administrative agent (the “Agent”), which amends that certain Credit Agreement (the “Credit Agreement”), dated November 22, 2022 (as amended on April 17, 2025 and May 12, 2025), by and among Akamai, the financial institutions party thereto from time to time as lenders and the Agent. The Third Amendment, among other things, increases the maximum consolidated leverage ratio financial covenant to 4.75:1.00 for the four consecutive fiscal quarter periods ending on June 30, 2026 and September 30, 2026.

The description of the Third Amendment contained herein is qualified in its entirety by reference to the Third Amendment, a copy of which is filed herewith as Exhibit 10.1 and is incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information contained in Item 1.01 above regarding the Third Amendment is incorporated by reference into this Item 2.03.

Item 8.01. Other Events.

On May 18, 2026, Akamai issued a press release announcing that it intends to offer, subject to market and other conditions, $1.3 billion of Convertible Senior Notes due 2030 and $1.3 billion of Convertible Senior Notes due 2032 in a private offering to 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

10.1		Amendment No. 3 by and among Akamai Technologies, Inc., the financial institutions identified therein as lenders and JPMorgan Chase Bank, N.A., as administrative agent, dated May 18, 2026
99.1		Press release dated May 18, 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 18, 2026				By:		/s/ Aaron S. Ahola
				Name:		Aaron S. Ahola
				Title:		Executive Vice President, General Counsel and Corporate Secretary

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

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 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 concurrent stock repurchase and 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 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

5 documents

Press Releases

• EX-99.1 EX-99.1 13.9 KB

Agreements & Contracts

• EX-10.1 EX-10.1 19.4 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