Akamai closes $3.5B zero-coupon convertible note offering; repurchases $350M in stock

AKAMAI TECHNOLOGIES INC

Issued $1.75B in 0.00% Convertible Senior Notes due 2030 and $1.75B due 2032.
Used $236.6M of net proceeds for convertible note hedge transactions; $350M to repurchase 2,476,298 shares at $141.34/share.
Remaining proceeds for Cloud Infrastructure Services (CIS) capex build-out and general corporate purposes.
Convertible note hedge and warrant transactions entered with dealers to reduce potential dilution upon conversion.
Initial conversion prices: ~$201.41 (2030) and ~$190.81 (2032), representing ~42.5% and ~35% premiums over $141.34 closing price.

item 1.01 item 8.01 item 2.03 item 3.02 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Equity Issuances SEC 8-K Item 3.02/3.03 confidence 0.9

AKAMAI TECHNOLOGIES INC issued convertible note to each of J.P. Morgan Securities LLC, Citigroup Global Markets Inc., Morgan Stanley & Co. LLC, BofA Securities, Inc. and Goldman Sachs & Co. LLC as representatives of the several initial purchasers for $1.75 billion aggregate principal amount of 2030 Notes and $1.75 billion aggregate principal amount of 2032 Notes.

Security: convertible note
Purchaser: each of J.P. Morgan Securities LLC, Citigroup Global Markets Inc., Morgan Stanley & Co. LLC, BofA Securities, Inc. and Goldman Sachs & Co. LLC as representatives of the several initial purchasers
Consideration: $1.75 billion aggregate principal amount of 2030 Notes and $1.75 billion aggregate principal amount of 2032 Notes

Exact text from the filing

The Notes were sold in a private placement under a purchase agreement, dated as of May 19, 2026, entered into by and between Akamai and each of J.P. Morgan Securities LLC, Citigroup Global Markets Inc., Morgan Stanley & Co. LLC, BofA Securities, Inc. and Goldman Sachs & Co. LLC as representatives of the several initial purchasers named therein (collectively, the “Initial Purchasers”), for resale to persons reasonably believed to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”).

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

AKAMAI TECHNOLOGIES INC entered into purchase agreement with J.P. Morgan Securities LLC, Citigroup Global Markets Inc., Morgan Stanley & Co. LLC, BofA Securities, Inc. and Goldman Sachs & Co. LLC as representatives of the several initial purchasers valued at $1.75 billion (effective 2026-05-19).

Action: entry
Agreement: notes offering
Counterparty: J.P. Morgan Securities LLC, Citigroup Global Markets Inc., Morgan Stanley & Co. LLC, BofA Securities, Inc. and Goldman Sachs & Co. LLC as representatives of the several initial purchasers
Value: $1.75 billion
Effective: 2026-05-19

Exact text from the filing

On May 22, 2026, Akamai Technologies, Inc. (“Akamai”) completed its previously announced offering of 0.00% Convertible Senior Notes due 2030 (the “2030 Notes”) and 0.00% Convertible Senior Notes due 2032 (the “2032 Notes” and, together with the 2030 Notes, the “Notes”). The Notes were sold in a private placement under a purchase agreement, dated as of May 19, 2026, entered into by and between Akamai and each of J.P. Morgan Securities LLC, Citigroup Global Markets Inc., Morgan Stanley & Co. LLC, BofA Securities, Inc. and Goldman Sachs & Co. LLC as representatives of the several initial purchasers named therein (collectively, the “Initial Purchasers”), for resale to persons reasonably believed to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”).

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Source: SEC EDGAR

accession 0001193125-26-237084

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