AKAM · 8-K · 20261110PR455539
Convertible Notes Financing
AKAMAI TECHNOLOGIES INC · 2026-11-10 · Importance 64 · Surprise 42 · No source text
Akamai priced $1.1 billion of 1.00% convertible senior notes due 2028 and $1.1 billion of 1.00% convertible senior notes due 2031, with options for purchasers to buy an additional $150 million of each series. The company estimates net proceeds of $2,164.2 million, or $2,459.7 million if the options are exercised in full, and intends to use remaining proceeds to repay at maturity or upon earlier conversion part of its $1.15 billion of 0.375% notes due 2027, fund Cloud Infrastructure Services capital expenditures, and support general corporate purposes. Akamai expects to spend approximately $250.3 million of net proceeds on convertible note hedges, net of warrant-sale proceeds; the hedges are intended to reduce potential conversion dilution, while warrants could dilute shares if the stock price exceeds their strike price.
Key facts
- On November 9, 2026, Akamai priced a private offering of $1.1 billion aggregate principal amount of 1.00% convertible senior notes due 2028 and $1.1 billion aggregate principal amount of 1.00% convertible senior notes due 2031. source
- Akamai estimated net offering proceeds of approximately $2,164.2 million, or approximately $2,459.7 million if the initial purchasers exercise their additional-note options in full, after discounts and estimated offering expenses. source
- The sale of the notes was expected to close on November 12, 2026, subject to customary closing conditions. source
- Subject to convertible note hedge and warrant transaction costs and expenses, Akamai intends to use remaining net proceeds to repay at maturity a portion of its $1.15 billion outstanding 0.375% Convertible Senior Notes due 2027, which mature September 1, 2027, and/or pay cash due on earlier conversion, and fund CIS capital expenditures. source
- Akamai intends to use approximately $250.3 million of offering proceeds to pay the cost of convertible note hedge transactions, partially offset by proceeds from warrant sales. source
- The notes bear interest at 1.00% per year, payable semi-annually in arrears on May 15 and November 15, beginning May 15, 2027. source
- If the additional-note options are exercised, Akamai expects to sell additional warrants and use proceeds from additional notes and warrants to enter into additional convertible note hedges for the applicable series. source
- Upon conversion, Akamai will pay cash up to the aggregate principal amount converted and, at its election, cash, common shares or a combination for any excess conversion obligation. source
Impact estimates
| metric | direction | stage | expected | basis |
|---|---|---|---|---|
| cash | positive | probable | +7.7% | Akamai estimated net offering proceeds of approximately $2,164.2 million, or approximately $2,459.7 million if the initial purchasers… |
| liability | negative | probable | -7.3% | On November 9, 2026, Akamai priced a private offering of $1.1 billion aggregate principal amount of 1.00% convertible senior notes due… |
| cash | negative | probable | -0.8% | Akamai intends to use approximately $250.3 million of offering proceeds to pay the cost of convertible note hedge transactions, partially… |
| liability | positive | probable | — | Subject to convertible note hedge and warrant transaction costs and expenses, Akamai intends to use remaining net proceeds to repay at… |
| cash | negative | probable | — | Subject to convertible note hedge and warrant transaction costs and expenses, Akamai intends to use remaining net proceeds to repay at… |
| cash | negative | probable | — | Subject to convertible note hedge and warrant transaction costs and expenses, Akamai intends to use remaining net proceeds to repay at… |
| assets | positive | probable | — | Subject to convertible note hedge and warrant transaction costs and expenses, Akamai intends to use remaining net proceeds to repay at… |
| cash | positive | probable | — | Akamai intends to use approximately $250.3 million of offering proceeds to pay the cost of convertible note hedge transactions, partially… |