Akamai completes two $1.25 billion convertible notes offerings

Key takeaways

• Akamai completed $1.25 billion each of 1.00% convertible notes due 2028 and 2031 on November 12, 2026.
• Initial conversion prices are approximately $112.41 and $102.37 per share against an $80.29 close on November 9, 2026.
• Proceeds will repay part of the $1.15 billion 2027 Convertible Notes and fund CIS capital expenditure.

The Akamai Technologies financing closed on November 12, 2026, when the company completed its offering of 1.00% Convertible Senior Notes due November 15, 2028 and November 15, 2031, according to an 8-K filing.

Akamai said each series had an aggregate principal amount of $1.25 billion. Each figure includes $150 million from the Initial Purchasers’ option, which they exercised in full on November 10, 2026.

Akamai Technologies financing: the details

• The initial conversion price of the 2028 Notes represents a premium of approximately 40.0% and the initial conversion price of the 2031 Notes represents a premium of approximately 27.5% to the $80.29 per share closing price of Akamai’s common stock on November 9, 2026.
• The convertible note hedge transactions are expected generally to reduce the potential dilution with respect to shares of Akamai’s common stock upon any conversion of the Notes and/or offset any cash payments Akamai is required to make in excess of the principal amount of any converted Notes, as the case may be.

According to the filing, the notes are senior unsecured obligations with interest payable semiannually on May 15 and November 15, beginning on May 15, 2027. Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, BofA Securities, Inc., Citigroup Global Markets Inc. and Morgan Stanley & Co. LLC acted as representatives of the Initial Purchasers. The Initial Purchasers bought the notes for resale to qualified institutional buyers under Rule 144A.

Akamai said it will pay cash up to the principal amount of converted notes. It can settle any remaining conversion obligation in cash, shares or a combination, at its election. Akamai has $1.15 billion of 0.375% 2027 Convertible Notes outstanding, which mature on September 1, 2027.

The filing states the company also sold warrants to the Option Counterparties. Those warrant transactions could separately have a dilutive effect if the share price exceeds the warrant strike price, unless Akamai settles them in cash. Akamai does not intend to file a shelf registration statement for resale of the notes or underlying shares.

Background to the Akamai Technologies financing

Akamai Technologies, Inc. is a Delaware corporation based at 145 Broadway in Cambridge, MA, according to the filing. Its common stock trades under the symbol AKAM on the Nasdaq Global Select Market, and it operates a Cloud Infrastructure Services (CIS) business.

What this means

Akamai said the new money targets its 2027 Convertible Notes and CIS capital spending, swapping a 2027 maturity for obligations due in 2028 and 2031. How much of the 2027 notes it repays, and when the new notes convert, remains open.

Analysis

The offering refinances part of Akamai’s near-term convertible debt while also funding Cloud Infrastructure Services spending, which suggests the company is pairing balance-sheet management with investment in that business. The 1.00% coupon is higher than the 0.375% on the 2027 Convertible Notes.

For shareholders, dilution depends on future share prices relative to the conversion prices and warrant strike prices. The hedge transactions are meant to reduce dilution from conversion, but the warrants could add dilution of their own unless settled in cash. How the remaining 2027 notes are handled before September 1, 2027 is still open.

What to watch

• May 15, 2027: First semiannual interest payment on both new note series.
• September 1, 2027: Maturity of the 0.375% 2027 Convertible Notes. Akamai intends to use proceeds to repay a portion of these notes at maturity.
• August 15, 2028: 2028 Notes become freely convertible. Conversions after this date could trigger cash payments or share deliveries.

• Akamai Technologies Inc has 4 tokenized versions across 5 known blockchains: Ethereum, Arbitrum One, BNB Chain, Base, and Solana.

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Source: SEC EDGAR, 2026-11-12 22:05 UTC