Akamai prices $3 billion convertible notes offering

Akamai Technologies Inc. (NASDAQ: AKAM) priced a private offering of $3 billion in convertible senior notes, increasing the size from a previously announced $2.6 billion offering. The cybersecurity and cloud computing company issued $1.5 billion in notes due 2030 and $1.5 billion in notes due 2032, both carrying 0% interest rates.

The notes will be sold to qualified institutional buyers under Rule 144A. Initial purchasers received options to buy an additional $250 million of each series on the same terms. The offering is expected to close May 22, 2026, subject to customary conditions.

The 2030 notes convert at 4.9650 shares per $1,000 principal amount, equivalent to a conversion price of approximately $201.41 per share. This represents a 42.5% premium to Akamai's May 19 closing price of $141.34. The 2032 notes convert at 5.2408 shares per $1,000 principal amount, or approximately $190.81 per share, representing a 35% premium.

Akamai estimates net proceeds of approximately $2.96 billion, or $3.45 billion if purchaser options are exercised in full, after deducting discounts and expenses.

The company plans to use proceeds primarily for accelerated capital expenditure requirements of its Cloud Infrastructure Services business and global footprint expansion. Akamai will allocate approximately $203 million to convertible note hedge transaction costs and $350 million to repurchase shares from note purchasers at $141.34 per share through privately-negotiated transactions.

The company entered into convertible note hedge and warrant transactions with initial purchasers and affiliates to reduce potential dilution from note conversions. These transactions may affect Akamai's stock price through related hedging activities in the secondary market.

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