Akamai Technologies (AKAM) 8-K Filings

Akamai Technologies, Inc. adopted amendments to its Code of Ethics on September 22, 2026. The Audit Committee approved revisions intended to clarify and reorganize the Code, add defined terms and roles and responsibilities, and expand its scope to address emerging areas of focus. The Code applies to employees, directors, officers, executives and contractors. The amendments did not waive any provision of the prior Code.

Akamai Technologies, Inc. entered into two project plans with Anthropic under an existing master services agreement for dedicated cloud capacity and support. Anthropic committed to pay approximately $11.6 billion in aggregate, subject to termination rights and satisfaction of delivery and service-availability requirements. Each plan has an initial seven-year term from its respective service start date.

Akamai issued Anthropic a warrant to purchase up to 387,051 non-voting Series B preferred shares, initially convertible into 7,741,020 common shares. The exercise price is $2,226.60 per preferred share. The warrant vests in four tranches: 40% upon the first payment by Anthropic or its subsidiaries or affiliates under Project Plan 3, and three successive 20% tranches as Anthropic commits each additional $3 billion in contractual value, subject to conditions including the master agreement remaining in effect. Akamai estimates approximately $5.5 billion in total capital expenditures related to the commitment and anticipates an approximately $1.7 billion increase in 2026 capital expenditures, with no expected impact to 2026 revenue guidance.

Akamai also authorized Jabil to purchase approximately $1.7 billion of memory components, with Akamai paying corresponding supplier invoices when Jabil receives the components. Jabil will hold unused components on consignment and repurchase them at cost as they are used. Lenovo will provide hardware, software and related services under a seven-year statement of work.

Akamai Technologies reported second-quarter 2026 revenue of $1.1 billion, up 5% year-over-year and when adjusted for foreign exchange. Security revenue was $604 million, up 10%, while Delivery and other cloud applications declined to $396 million, down 6%. Cloud Infrastructure Services (CIS) revenue rose 39% to $99 million, and management noted year-to-date multi-year CIS contracts collectively worth over $2.8 billion, including a new U.S.-based technology customer contract of more than $600 million over four years.

Profitability softened: GAAP income from operations fell 47% to $80 million with a 7% operating margin, and GAAP diluted EPS declined 27% to $0.52. Non-GAAP income from operations was $271 million, down 12%, with a 25% margin, and non-GAAP diluted EPS was $1.59, down 8%. Adjusted EBITDA was $416 million (38% margin). Operating cash flow was $326 million (30% of revenue), and cash, cash equivalents and marketable securities totaled $4.616 billion as of June 30, 2026. The company repurchased 3 million shares for $410 million at a weighted average price of $134.54 and reported 144 million shares outstanding. Guidance for Q3 2026 calls for revenue of $1,105–$1,130 million and non-GAAP diluted EPS of $1.60–$1.80, with full-year 2026 revenue of $4,445–$4,530 million and non-GAAP EPS of $6.40–$7.05.

Akamai Technologies completed a large private offering of 0.00% convertible senior notes, issuing $1.75 billion of notes due 2030 and $1.75 billion of notes due 2032 to qualified institutional buyers. The notes are senior unsecured, pay no regular interest, and mature in 2030 and 2032 unless earlier converted or repurchased.

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

Akamai used $236.6 million of net proceeds for convertible note hedge transactions, partially offset by warrant proceeds, and about $350.0 million to repurchase 2,476,298 shares at $141.34 per share. Remaining proceeds are earmarked for accelerated capital spending in its Cloud Infrastructure Services business and general corporate purposes.

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.

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.

Akamai Technologies reported the results of its 2026 annual meeting of stockholders. Investors approved a new 2026 Employee Stock Purchase Plan and an amendment to the Second Amended and Restated 2013 Stock Incentive Plan that adds 8,000,000 shares available for equity awards.

Stockholders also approved amendments to Akamai’s Amended and Restated Certificate of Incorporation to give certain stockholders a special meeting right. The new charter and bylaw provisions require the company’s Secretary to call a special meeting upon the written request of holders beneficially owning at least 25% of outstanding capital stock, subject to detailed ownership, information, and procedural conditions.

All director nominees were elected, executive compensation on an advisory basis was approved, and PricewaterhouseCoopers LLP was ratified as auditor for the 2026 fiscal year. A shareholder advisory proposal requesting a political spending report did not pass.

Akamai Technologies reported first quarter 2026 revenue of $1.074 billion, up 6% year-over-year, driven by strong growth in security and cloud infrastructure. Security revenue reached $590 million, up 11%, while Cloud Infrastructure Services rose to $95 million, up 40%.

GAAP net income was $106 million with diluted EPS of $0.71, down 13% versus a year earlier. Non-GAAP diluted EPS was $1.61, down 5%. The company highlighted a major AI-related win, as a leading U.S.-based frontier model provider committed $1.8 billion over seven years for Cloud Infrastructure Services.

Cash from operations was $313 million, or 29% of revenue. Akamai repurchased 2 million shares for $206 million, and ended March 31, 2026 with $1.733 billion in cash, cash equivalents and marketable securities. For 2026, it guided revenue to $4.445–$4.55 billion and non-GAAP EPS to $6.40–$7.15.

Akamai Technologies reported steady growth for the fourth quarter and full year 2025. Q4 revenue was $1.095 billion, up 7% year over year, led by 11% growth in security revenue and 14% growth in cloud computing, while delivery revenue declined 2%.

Full-year revenue reached $4.208 billion, up 5%. GAAP net income per diluted share was $0.58 in Q4, down 36%, reflecting a $55 million restructuring charge tied to workforce reductions and asset impairments. Non-GAAP diluted EPS was $1.84, up 11%, and $7.12 for 2025, up 10%.

Adjusted EBITDA for 2025 was $1.802 billion, with a 43% margin, and cash from operations was $1.519 billion, or 36% of revenue. The company spent $800 million repurchasing 10.0 million shares in 2025 and ended the year with $1.920 billion in cash, cash equivalents and marketable securities. For 2026, Akamai guides revenue to $4.4–$4.55 billion and non-GAAP EPS to $6.20–$7.20, targeting a 26–28% non-GAAP operating margin.

Akamai Technologies outlined its 2026 bonus and equity compensation programs for its CEO, CFO and other named executive officers. Annual bonuses will be paid in fully vested common stock, based 50% on 2026 revenue and 50% on adjusted operating income, with a +/-10% modifier tied to environmental, social and governance objectives.

CEO F. Thomson Leighton’s 2026 base salary will be $1.00, with a target bonus of $1,500,000 and a maximum of $3,300,000. Other executives have base salaries between $500,000 and $570,000, with target bonuses ranging from 80% to 100% of salary and maximums from 176% to 220% of salary.

The committee also approved restricted stock unit grants for 2026, including time-based RSUs and performance-based RSUs tied to multi-year revenue and non-GAAP earnings per share goals and to relative total shareholder return versus the S&P 500. Earned performance-based RSUs vest after certification of fiscal 2028 results.

Akamai Technologies announced financial results for the fiscal quarter ended September 30, 2025. The company furnished a press release as Exhibit 99.1 under Item 2.02, and specified that these materials are furnished, not filed, under the Exchange Act.

Akamai Technologies, Inc. furnished a Form 8-K under Regulation FD to announce the launch of Akamai Inference Cloud, a platform enabling AI inferencing at the edge of the internet.

The related press release is furnished as Exhibit 99.1 and incorporated by reference. The announcement was made on October 28, 2025.

Akamai Technologies, Inc. disclosed that two senior insiders bought company stock in open-market transactions. Chief Executive Officer F. Thomson Leighton purchased 50,000 shares at a weighted average price of $72.2609 per share, and Board Chair Daniel Hesse purchased 3,000 shares at a weighted average price of $72.2990 per share. The disclosure was filed under Regulation FD to inform investors of these insider purchases. The filing contains only the purchase amounts and prices and does not include any commentary on motive, change in ownership percentage, or additional transactions.