AKAM · 8-K · 20261109PR452631

Convertible Note Issuance

AKAMAI TECHNOLOGIES INC · 2026-11-09 · Importance 64 · Surprise 42 · No source text

Akamai proposed issuing $1.1 billion of convertible senior notes due 2028 and $1.1 billion due 2031, with options for purchasers to buy an additional $150 million of each series. The notes are senior unsecured obligations; interest rates and other pricing terms were to be set when the offering was priced. After costs for related convertible note hedge and warrant transactions, Akamai intends to use remaining proceeds to repay at maturity part of its $1.15 billion of 0.375% convertible notes due September 2027, pay amounts due on any earlier conversion, and fund Cloud Infrastructure Services capital expenditures. Any proceeds remaining after those uses are intended for general corporate purposes.

Key facts

• On November 9, 2026, Akamai announced a proposed offering of $1.1 billion aggregate principal amount of convertible senior notes due 2028 and $1.1 billion aggregate principal amount of convertible senior notes due 2031. source
• Subject to costs and expenses related to the hedge and warrant transactions, Akamai intends to use remaining net proceeds to repay at maturity part of its $1.15 billion outstanding 0.375% Convertible Senior Notes due 2027, and/or pay cash due on any earlier conversion; those notes mature September 1, 2027. source
• Akamai granted the initial purchasers options to purchase up to an additional $150.0 million of 2028 Notes and $150.0 million of 2031 Notes on the same terms and conditions. source
• Akamai may redeem all, but not less than all, of either note series for cash if less than 10% of the initially issued principal amount of that series remains outstanding, at principal plus accrued and unpaid interest to, but excluding, the redemption date. source
• Akamai intends to use a portion of offering net proceeds to pay the cost of convertible note hedge transactions, partially offset by proceeds from selling warrants. source
• If initial purchasers exercise their options to buy additional notes, Akamai expects to sell additional warrants and use proceeds from the additional notes and warrants to enter additional convertible note hedge transactions for the applicable series. source
• If Akamai undergoes a fundamental change before maturity, holders may require cash repurchase of all or part of their notes at 100% of principal plus accrued and unpaid interest to, but excluding, the repurchase date, subject to conditions and exceptions. source
• Akamai expects to enter into convertible note hedge and warrant transactions with one or more initial purchasers, their affiliates, and/or other financial institutions in connection with pricing the notes. source

Impact estimates