[8-K] EQUINIX INC Reports Material Event

Rhea-AI Filing Summary

Equinix, Inc. reports that its indirect subsidiary Equinix Canada Financing Ltd has issued C$700,000,000 aggregate principal amount of 4.000% senior notes due 2032, fully and unconditionally guaranteed by Equinix.

The notes pay 4.000% interest per year, with semi-annual payments each May 15 and November 15 starting May 15, 2026. Before September 15, 2032, the issuer may redeem them at the higher of par or a make-whole amount based on the Government of Canada yield plus 27 basis points; on or after that date they are callable at 100% of principal. If a change of control triggering event occurs, holders can require the issuer to repurchase the notes at 101% of principal. The unsecured notes rank equally with other unsubordinated debt of the issuer and guarantor and are subject to covenants restricting liens, certain asset sales, mergers, and sale-leaseback transactions, with customary events of default.

Insights

Credit and capital-structure analyst

Equinix adds C$700M of CAD debt via 4.000% notes due 2032.

Equinix Canada Financing Ltd, backed by an unconditional guarantee from Equinix, Inc., issued C$700,000,000 of 4.000% senior notes maturing on November 15, 2032. This increases the group’s unsecured senior debt in Canadian dollars, diversifying its funding sources while keeping structural subordination at subsidiaries.

The notes pay 4.000% interest with semi-annual coupons starting May 15, 2026, creating a predictable interest expense stream in CAD. They are unsecured and rank equally with other unsubordinated obligations of the issuer and guarantor, but are effectively subordinated to secured debt and subsidiary liabilities, which matters if leverage rises.

Key investor protections include a make-whole call before the September 15, 2032 par call date, a 101% change of control offer, covenants limiting liens, certain asset sales, mergers, and sale-leaseback deals, plus customary default triggers. The actual impact on leverage and coverage will depend on how this new capital is used, which is not detailed in the disclosure.

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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 24, 2025

EQUINIX, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware  (State or other jurisdiction
of incorporation) 001-40205 (Commission File Number) 77-0487526 (IRS Employer
Identification No.)

One Lagoon Drive Redwood City, California		94065
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (650) 598-6000

(Former name or former address, if changed since last report)

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:

¨ 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, $0.001	EQIX	The Nasdaq Stock Market LLC
0.250% Senior Notes due 2027	N/A	The Nasdaq Stock Market LLC
3.250% Senior Notes due 2029	N/A	The Nasdaq Stock Market LLC
3.250% Senior Notes due 2031	N/A	The Nasdaq Stock Market LLC
1.000% Senior Notes due 2033	N/A	The Nasdaq Stock Market LLC
3.650% Senior Notes due 2033	N/A	The Nasdaq Stock Market LLC
4.000% Senior Notes due 2034	N/A	The Nasdaq Stock Market LLC
3.625% Senior Notes due 2034	N/A	The Nasdaq Stock Market LLC

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

Issuance of C$700,000,000 Senior Notes due 2032

On November 24, 2025, Equinix Canada Financing Ltd (the “Issuer”), an Ontario corporation and an indirect, wholly-owned subsidiary of Equinix, Inc. (the “Guarantor”), a Delaware corporation, issued and sold C$700,000,000 aggregate principal amount of its 4.000% Senior Notes due 2032 (the “Notes”), fully and unconditionally guaranteed by the Guarantor (the “Guarantee”, together with the Notes, the “Securities”), pursuant to an underwriting agreement dated November 17, 2025 (the “Underwriting Agreement”) among the Issuer, the Guarantor and the several underwriters named in Schedule II thereto.

The Securities were issued pursuant to an indenture dated November 24, 2025 (the “Base Indenture”) by and among the Issuer, the Guarantor and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), as supplemented by the First Supplemental Indenture dated November 24, 2025 (the “Supplemental Indenture,” and, together with the Base Indenture, the “Indenture”) by and among the Issuer, the Guarantor and the Trustee.

The Securities were offered pursuant to a Post-Effective Amendment No. 2 to the Registration Statement on Form S-3 (No. 333-275203), which became effective upon filing with the Securities and Exchange Commission on November 10, 2025, including the prospectus contained therein dated November 10, 2025, a preliminary prospectus supplement dated November 17, 2025, and a final prospectus supplement dated November 17, 2025.

The Notes will bear interest at the rate of 4.000% per annum and will mature on November 15, 2032. Interest on the Notes is payable semi-annually on May 15 and November 15 of each year, beginning on May 15, 2026.

Prior to September 15, 2032 (the “Par Call Date”), the Issuer may redeem the Notes at its option, in whole or in part, at any time and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of (i) 100% of the aggregate principal amount of the Notes to be redeemed, and (ii) a price for the notes being redeemed, calculated on the business day preceding the date on which the Issuer issues the notice of redemption pursuant to the Indenture and in accordance with generally accepted Canadian financial practice, to provide a yield to the Par Call Date equal to the Government of Canada Yield (as defined in the Supplemental Indenture) plus 27 basis points, plus, in either case, accrued and unpaid interest, if any, thereon to, but excluding, the redemption date.

On or after the Par Call Date, the Issuer may redeem the Notes, at its option, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the aggregate principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, thereon to, but excluding, the redemption date. 

Upon a change of control triggering event, as defined in the Indenture, the Issuer will be required to make an offer to purchase the Notes at a purchase price equal to 101% of the principal amount of the Notes on the date of purchase, plus accrued and unpaid interest, if any, to, but excluding, the date of purchase.

The Notes are fully and unconditionally guaranteed on an unsecured basis by the Guarantor. The Notes are the Issuer’s unsecured senior obligations and rank equally in right of payment to any of the Issuer’s future unsecured and unsubordinated indebtedness and are structurally subordinated to any of the liabilities of the Issuer’s subsidiaries, if any. In addition, the Guarantor’s obligations under the Guarantee rank equally with all of its other unsecured and unsubordinated indebtedness and are effectively subordinated to all of the existing and future secured indebtedness of the Guarantor and structurally subordinated to all of the existing and future indebtedness and liabilities of other subsidiaries of the Guarantor.

The Indenture contains restrictive covenants relating to limitations on: (i) liens; (ii) certain asset sales and mergers and consolidations; and (iii) sale and leaseback transactions, subject, in each case, to certain exceptions.

The Indenture contains customary terms that upon certain events of default occurring and continuing, either the Trustee or the holders of not less than 25% in aggregate principal amount of the Notes then outstanding may declare the principal of the Notes and any accrued and unpaid interest through the date of such declaration immediately due and payable. In the case of certain events of bankruptcy or insolvency relating to the Issuer, the Guarantor, or any of its Material Subsidiaries (as defined in the Supplemental Indenture), the principal amount of the Notes together with any accrued and unpaid interest through the occurrence of such event shall automatically become and be immediately due and payable.

The above descriptions of the Indenture and the Securities are qualified in their entirety by reference to the Base Indenture and the Supplemental Indenture. A copy of the Base Indenture, the Supplemental Indenture, and the form of the Notes are filed as Exhibits 4.1, 4.2, and 4.3, to this Current Report on Form 8-K.

Copies of the opinions of Davis Polk & Wardwell LLP and Blake, Cassels & Graydon LLP relating to the validity of the Notes are incorporated by reference into the Registration Statement and are attached to this Current Report on Form 8-K as Exhibit 5.1 and 5.2.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit No.		Description
1.1*		Underwriting Agreement, dated November 17, 2025 among Equinix Canada Financing Ltd, as issuer, Equinix, Inc., as guarantor, and Merrill Lynch Canada Inc., RBC Dominion Securities Inc., Scotia Capital Inc., and TD Securities Inc. as representatives of the several underwriters named in Schedule II thereto
4.1*		Indenture, dated as of November 24, 2025, among Equinix Canada Financing Ltd, as issuer, Equinix, Inc., as guarantor, and U.S. Bank Trust Company, National Association, as trustee
4.2*		First Supplemental Indenture, dated as of November 24, 2025, among Equinix Canada Financing Ltd, as issuer, Equinix, Inc., as guarantor, and U.S. Bank Trust Company, National Association, as trustee
4.3*		Form of 4.000% Senior Note due 2032 (included in Exhibit 4.2)
5.1*		Opinion of Davis Polk & Wardwell LLP
5.2*		Opinion of Blake, Cassels & Graydon LLP
23.1*		Consent of Davis Polk & Wardwell LLP (included in Exhibit 5.1)
23.2*		Consent of Blake, Cassels & Graydon LLP (included in Exhibit 5.2)
104		Cover Page Interactive Data File - the cover page iXBRL tags are embedded within the Inline XBRL document

*  Filed herewith

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.

	EQUINIX, INC.
	By:	/s/ Keith D. Taylor
	Name:	Keith D. Taylor
	Title:	Chief Financial Officer

Date: November 24, 2025

FAQ

What did Equinix (EQIX) announce in this Form 8-K?

Equinix announced that its indirect subsidiary Equinix Canada Financing Ltd issued and sold C$700,000,000 aggregate principal amount of 4.000% senior notes due 2032, fully and unconditionally guaranteed by Equinix, Inc..

What are the key terms of Equinix Canada Financing Ltd’s 4.000% senior notes due 2032?

The notes have an aggregate principal amount of C$700,000,000, bear interest at 4.000% per annum, and mature on November 15, 2032. Interest is payable semi-annually on May 15 and November 15 each year, beginning May 15, 2026.

Can Equinix redeem the new senior notes before maturity?

Yes. Before September 15, 2032, the issuer may redeem the notes at the greater of 100% of principal or a price providing a yield to the par call date equal to the Government of Canada yield plus 27 basis points, plus accrued interest. On or after that date, the notes are callable at 100% of principal plus accrued interest.

What happens to the Equinix 2032 notes if there is a change of control?

Upon a change of control triggering event, as defined in the indenture, the issuer must offer to purchase the notes at 101% of their principal amount, plus accrued and unpaid interest to, but excluding, the date of purchase.

How are the Equinix 4.000% senior notes ranked and guaranteed?

The notes are unsecured senior obligations of the issuer and rank equally with its future unsecured, unsubordinated debt, while being structurally subordinated to liabilities of its subsidiaries. They are fully and unconditionally guaranteed on an unsecured basis by Equinix, Inc., whose guarantee ranks equally with its other unsecured, unsubordinated indebtedness and is effectively subordinated to its secured debt and subsidiary liabilities.

What covenants and default provisions apply to Equinix’s 2032 senior notes?

The indenture limits liens, certain asset sales, mergers and consolidations, and sale-leaseback transactions, subject to exceptions. It also includes customary events of default under which the trustee or holders of at least 25% in principal amount of the notes may accelerate them, with automatic acceleration upon certain bankruptcy or insolvency events involving the issuer, guarantor, or specified material subsidiaries.