UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
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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. ☐
| Item 1.01 | Entry into a Material Definitive Agreement |
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.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant |
The information contained in Item 1.01 above regarding the Second Amendment is incorporated by reference into this Item 2.03.
| Item 8.01. | Other Events. |
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.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits |
| 10.1 | Amendment No. 2 by and among Akamai Technologies, Inc., the financial institutions identified therein as lenders and JPMorgan Chase Bank, N.A., as administrative agent, dated May 12, 2025 | |
| 99.1 | Press release dated May 13, 2025 | |
| 104 | Cover page interactive data file (the cover page XBRL tags are embedded within the inline XBRL document) | |
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.
| AKAMAI TECHNOLOGIES, INC. | ||||||
| Date: May 13, 2025 | By: | /s/ Aaron S. Ahola | ||||
| Name: | Aaron S. Ahola | |||||
| Title: | Executive Vice President, General Counsel and Corporate Secretary | |||||