Akamai proposes two $1.1B convertible note offerings

Proceeds are intended for a portion of the 2027 convertible-note repayment and Cloud Infrastructure Services capital expenditures.

Available on EDGAR 11/09/2026 - 07:10 AM EST Accepted by SEC EDGAR 11/09/2026 - 07:10 AM EST Learn about SEC filing dates

Rhea-AI Filing Summary

Akamai Technologies, Inc. (AKAM) announced a proposed private offering to persons reasonably believed to be qualified institutional buyers of $1.1 billion aggregate principal amount of convertible senior notes due 2028 and $1.1 billion due 2031, subject to market and other conditions. Akamai will grant initial purchasers an option to buy up to an additional $150.0 million of each series. Interest rates, conversion rates and offering prices will be determined at pricing.

Subject to costs and expenses related to hedge and warrant transactions, Akamai intends to use remaining net proceeds for repayment at maturity of a portion of its $1.15 billion outstanding 0.375% notes due September 1, 2027, and/or cash due on earlier conversion, and for Cloud Infrastructure Services capital expenditures. Any remaining net proceeds are intended for general corporate purposes. A credit amendment sets leverage covenant limits at 6.25:1.00 for quarters ending December 31, 2026 and March 31, 2027; 5.75:1.00 for June 30, 2027; 5.00:1.00 for September 30, 2027; 4.50:1.00 for December 31, 2027; and 3.75:1.00 for March 31, 2028. It reduces the secured subsidiary debt and liens basket from 10% to 3.5% of consolidated total assets for November 5, 2026 through March 31, 2028.

Filing Explained

A fundamental change can give noteholders a conditional right to require cash repurchase before maturity.

Akamai’s notes offering is proposed, not completed; if the notes are issued and converted, the company must pay cash up to principal and may settle any excess conversion amount in cash, shares, or both, at its election.

Akamai expects note hedges generally to reduce potential conversion dilution, while warrants could dilute common stock if its share price exceeds the warrant strike unless Akamai elects, subject to conditions, to settle them in cash.

Before maturity, a fundamental change may let holders require Akamai to repurchase some or all notes for cash at 100% of principal plus accrued interest, subject to conditions and exceptions.

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

Proposed 2028 Notes aggregate principal amount: $1.1 billion Proposed 2031 Notes aggregate principal amount: $1.1 billion Additional 2028 Notes option: Up to $150.0 million +5 more

8 metrics

Proposed 2028 Notes aggregate principal amount $1.1 billion Convertible senior notes due 2028

Proposed 2031 Notes aggregate principal amount $1.1 billion Convertible senior notes due 2031

Additional 2028 Notes option Up to $150.0 million Option for initial purchasers

Additional 2031 Notes option Up to $150.0 million Option for initial purchasers

2027 Convertible Notes outstanding aggregate principal amount $1.15 billion 0.375% notes due September 1, 2027

Maximum consolidated leverage ratio 6.25:1.00 Four-quarter periods ending December 31, 2026 and March 31, 2027

Maximum consolidated leverage ratio 3.75:1.00 Four-quarter period ending March 31, 2028

Secured subsidiary indebtedness and liens basket 3.5% of consolidated total assets, reduced from 10% November 5, 2026 through March 31, 2028

Key Terms

maximum consolidated leverage ratio financial covenant, secured subsidiary indebtedness, convertible note hedge transactions, fundamental change repurchase price

4 terms

maximum consolidated leverage ratio financial covenant financial

"maximum consolidated leverage ratio financial covenant"

secured subsidiary indebtedness financial

"general basket for secured subsidiary indebtedness and liens"

convertible note hedge transactions financial

"convertible note hedge transactions and warrant 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.

fundamental change repurchase price financial

"fundamental change repurchase price equal to 100% of the principal amount"

FAQ

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

How much convertible debt is AKAM proposing to offer?

Akamai proposed $1.1 billion of convertible senior notes due 2028 and $1.1 billion due 2031, subject to market and other conditions. Initial purchasers will have an option to purchase up to an additional $150.0 million of each series.

How does AKAM intend to use proceeds from the proposed notes?

Subject to costs and expenses related to the convertible note hedge and warrant transactions, Akamai intends to use remaining net proceeds for a portion of its $1.15 billion outstanding 0.375% notes due September 1, 2027, including repayment at maturity and/or cash due upon earlier conversion, and for Cloud Infrastructure Services capital expenditures. Any remaining net proceeds are intended for general corporate purposes.

What leverage covenant limits did AKAM amend?

The maximum consolidated leverage ratio is set at 6.25:1.00 for the four-quarter periods ending December 31, 2026 and March 31, 2027, then 5.75:1.00, 5.00:1.00, 4.50:1.00 and 3.75:1.00 for periods ending June 30, September 30 and December 31, 2027, and March 31, 2028, respectively. The amendment also reduces the secured subsidiary indebtedness and liens basket to 3.5% of consolidated total assets during November 5, 2026 through March 31, 2028.

Could the proposed AKAM warrants dilute common stockholders?

The warrant transactions could have a dilutive effect if the market price per share exceeds the warrants’ strike price, unless Akamai elects, subject to certain conditions, to settle the warrants in cash. Akamai expects convertible note hedge transactions to generally reduce potential dilution upon conversion.

When will AKAM set the notes’ interest and conversion terms?

The interest rate, initial conversion rate, offering price and other terms of both note series will be determined at the time the offering is priced.

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

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AKAMAI TECHNOLOGIES INC false 0001086222 0001086222 2026-11-05 2026-11-05

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)

November 5, 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 November 5, 2026, Akamai Technologies, Inc. (“Akamai”) entered into an Amendment No. 4 (the “Fourth 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, May 12, 2025, and May 18, 2026), by and among Akamai, the financial institutions party thereto from time to time as lenders and the Agent. The Fourth Amendment, among other things, (a) increases the maximum consolidated leverage ratio financial covenant to (i) 6.25:1.00 for the four consecutive fiscal quarter periods ending on December 31, 2026 and March 31, 2027, (ii) 5.75:1.00 for the four consecutive fiscal quarter period ending on June 30, 2027, (iii) 5.00:1.00 for the four consecutive fiscal quarter period ending on September 30, 2027, (iv) 4.50:1.00 for the four consecutive fiscal quarter period ending on December 31, 2027 and (v) 3.75:1.00 for the four consecutive fiscal quarter period ending on March 31, 2028 and (b) reduces the general basket for secured subsidiary indebtedness and liens from 10% of consolidated total assets to 3.5% of consolidated total assets during the period from November 5, 2026 through March 31, 2028.

The description of the Fourth Amendment contained herein is qualified in its entirety by reference to the Fourth 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 Fourth Amendment is incorporated by reference into this Item 2.03.

Item 8.01. Other Events.

On November 9, 2026, Akamai issued a press release announcing that it intends to offer, subject to market and other conditions, $1.1 billion of Convertible Senior Notes due 2028 and $1.1 billion of Convertible Senior Notes due 2031 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. 4 by and among Akamai Technologies, Inc., the financial institutions identified therein as lenders and JPMorgan Chase Bank, N.A., as administrative agent, dated November 5, 2026

99.1 Press release dated November 9, 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: November 9, 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. – November 9, 2026 – 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

Filing Exhibits & Attachments

5 documents

Press Releases

• EX-99.1 EX-99.1 14.2 KB

Agreements & Contracts

• EX-10.1 EX-10.1 23.7 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