Akamai Technologies 8-K 2025-05-12

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

May 12, 2025

AKAMAI TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (617) 444-3000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐  

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

On May 12, 2025, Akamai Technologies, Inc. (“Akamai”) entered into an Amendment No. 2 (the “Second Amendment”), by and among Akamai, the financial institutions identified therein as lenders and JPMorgan Chase Bank, N.A., as administrative agent (the “Agent”), which amends that certain Credit Agreement (the “Credit Agreement”), dated November 22, 2022 (as amended on April 17, 2025), by and among Akamai, the financial institutions party thereto from time to time as lenders and the Agent. The Second Amendment, among other things, (i) increases the aggregate revolving commitments under the Credit Agreement from $500.0 million to $1.0 billion, (ii) extends the maturity date from November 22, 2027 to November 22, 2028, (iii) reduces the maximum aggregate amount of additional increases to the commitments from $500.0 million to $0 and (iv) reduces the number of additional permitted maturity extensions from two to one.

The description of the Second Amendment contained herein is qualified in its entirety by reference to the Second Amendment, a copy of which is filed herewith as Exhibit 10.1 and is incorporated herein by reference.

The information contained in Item 1.01 above regarding the Second Amendment is incorporated by reference into this Item 2.03.

On May 13, 2025, Akamai issued a press release announcing that it intends to offer, subject to market and other conditions, $1.35 billion of Convertible Senior Notes due 2033 in a private offering to qualified institutional buyers. A copy of the press release is filed herewith as Exhibit 99.1 and is incorporated herein by reference.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.