Akamai Technologies, Inc. filed an 8-K on November 9, 2026, disclosing a November 5, 2026 amendment to its Credit Agreement and announcing an intended private offering of $2.2 billion in Convertible Senior Notes.

Key Highlights

  • Credit Agreement amended: Akamai entered Amendment No. 4 to its Credit Agreement on November 5, 2026, with JPMorgan Chase Bank, N.A. as administrative agent.
  • Leverage ratio raised: The maximum consolidated leverage ratio covenant rises to 6.25:1.00 for the fiscal quarters ending December 31, 2026 and March 31, 2027, stepping down through 3.75:1.00 by March 31, 2028.
  • Secured subsidiary basket reduced: The general basket for secured subsidiary indebtedness and liens was cut from 10% to 3.5% of consolidated total assets, effective November 5, 2026 through March 31, 2028.
  • Convertible Notes offering announced: On November 9, 2026, Akamai announced it intends to offer $1.1 billion of Convertible Senior Notes due 2028 and $1.1 billion of Convertible Senior Notes due 2031 in a private offering to qualified institutional buyers.
  • Offering is conditional: The press release noted the offering is "subject to market and other conditions," according to the filing.

Akamai's Credit Agreement Changes and Planned Convertible Note Issuance

According to the 8-K filed with the SEC on November 9, 2026, Akamai Technologies, Inc. (NASDAQ:AKAM) entered into Amendment No. 4 to its Credit Agreement on November 5, 2026. The original Credit Agreement was dated November 22, 2022 and had been previously amended on April 17, 2025, May 12, 2025, and May 18, 2026. The amendment was executed among Akamai, the financial institutions identified as lenders, and JPMorgan Chase Bank, N.A. as administrative agent.

The Fourth Amendment makes two principal changes, as the filing describes. First, it increases the maximum consolidated leverage ratio financial covenant across a schedule of periods: 6.25:1.00 for the four consecutive fiscal quarter periods ending December 31, 2026 and March 31, 2027; 5.75:1.00 for the period ending June 30, 2027; 5.00:1.00 for September 30, 2027; 4.50:1.00 for December 31, 2027; and 3.75:1.00 for the period ending March 31, 2028. Second, the amendment reduces the general basket for secured subsidiary indebtedness and liens from 10% of consolidated total assets to 3.5% of consolidated total assets during the period from November 5, 2026 through March 31, 2028.

Separately, the filing disclosed that on November 9, 2026, Akamai issued a press release announcing its intention to offer, in a private placement to qualified institutional buyers, $1.1 billion of Convertible Senior Notes due 2028 and $1.1 billion of Convertible Senior Notes due 2031, for a combined total of $2.2 billion. The filing noted the offering is subject to market and other conditions. The Fourth Amendment and the press release are incorporated by reference as Exhibit 10.1 and Exhibit 99.1, respectively. The 8-K was signed by Aaron S. Ahola, Executive Vice President, General Counsel and Corporate Secretary.

What Was Disclosed

Akamai Technologies reported an amendment to its existing Credit Agreement adjusting leverage ratio covenants and reducing a secured debt basket, and separately announced an intended $2.2 billion Convertible Senior Notes private offering, all disclosed in an 8-K filed November 9, 2026.