AKAM

• Second quarter 2026 revenue was $1.100 billion, a 5% increase from $1.043 billion in Q2 2025.
• GAAP net income per diluted share was $0.52, down 27% year-over-year; non-GAAP EPS was $1.59, down 8%.
• Akamai signed a contract with a U.S.-based technology company worth more than $600 million over four years for Cloud Infrastructure Services.
• For Q3 2026, Akamai guides revenue of $1.105-$1.130 billion and non-GAAP EPS of $1.60-$1.80.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• Akamai issued $1.75 billion of 0.00% Convertible Senior Notes due 2030 and $1.75 billion of 0.00% Convertible Senior Notes due 2032 in a private placement.
• The notes are convertible into Akamai common stock at initial conversion prices of approximately $201.41 per share (2030 notes) and $190.81 per share (2032 notes).
• Remaining net proceeds will fund accelerated capital expenditure requirements of the Cloud Infrastructure Services (CIS) business and for general corporate purposes.
• The notes are senior unsecured obligations, do not bear regular interest, and mature on May 15, 2030 and May 15, 2032, respectively.

1.01 Entry into a Material Definitive Agreement · 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement · 3.02 Unregistered Sales of Equity Securities · 8.01 Other Events · 9.01 Financial Statements and Exhibits

• Akamai priced $1.5 billion of 0% convertible senior notes due 2030 and $1.5 billion due 2032 in a private offering to qualified institutional buyers.
• The 2030 Notes have an initial conversion price of approximately $201.41 per share (42.5% premium) and the 2032 Notes approximately $190.81 per share (35.0% premium), based on the May 19, 2026 closing stock price of $141.34.
• Net proceeds are estimated at approximately $2.958 billion (or $3.4518 billion if the option is fully exercised), to fund accelerated capital expenditures for the Cloud Infrastructure Services business and for general corporate purposes.
• Akamai also plans to use about $203 million for convertible note hedge transactions and about $350 million to repurchase shares from note purchasers at $141.34 per share.

8.01 Other Events · 9.01 Financial Statements and Exhibits

• Akamai proposes to offer $1.3 billion of 0% convertible senior notes due 2030 and $1.3 billion of 0% convertible senior notes due 2032 in a private offering to qualified institutional buyers.
• Initial purchasers have an option to buy up to an additional $200 million of each series of notes.
• Akamai intends to use net proceeds to fund accelerated capital expenditures for its Cloud Infrastructure Services (CIS) business, for general corporate purposes, and to repurchase approximately $350 million of its common stock.
• The notes will be senior unsecured obligations, will not bear regular interest, and will mature on May 15, 2030 and May 15, 2032, respectively.

1.01 Entry into a Material Definitive Agreement · 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement · 8.01 Other Events · 9.01 Financial Statements and Exhibits

• At the May 13, 2026 annual meeting, Akamai stockholders approved the 2026 Employee Stock Purchase Plan and an amendment to the 2013 Stock Incentive Plan adding 8,000,000 shares.
• All nine director nominees were elected to one-year terms expiring at the 2027 annual meeting.
• The non-binding say-on-pay proposal passed, and PricewaterhouseCoopers LLP was ratified as independent auditor for fiscal 2026.
• A shareholder proposal on political spending reporting was not approved.

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year · 5.07 Submission of Matters to a Vote of Security Holders · 9.01 Financial Statements and Exhibits

• Cloud Infrastructure Services revenue grew 40% year-over-year to $95 million; Security revenue grew 11% to $590 million.
• GAAP net income per diluted share was $0.71, down 13% year-over-year; non-GAAP EPS was $1.61, down 5%.
• A leading U.S.-based frontier model provider committed to $1.8 billion over seven years for Cloud Infrastructure Services.
• For Q2 2026, revenue guidance is $1.075–$1.100 billion; full-year 2026 revenue guidance is $4.445–$4.550 billion.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• Full-year 2025 GAAP diluted EPS was $3.07, down 6% YoY; non-GAAP diluted EPS was $7.12, up 10% YoY.
• Q4 Security revenue was $592M (up 11% YoY); Cloud Infrastructure Services revenue was $94M (up 45% YoY).
• Full-year 2025 cash from operations was $1.519B; cash and marketable securities totaled $1.920B at year-end.
• Q1 2026 revenue guidance is $1.060B-$1.085B; full-year 2026 revenue guidance is $4.400B-$4.550B.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• On February 11, 2026, Akamai's Talent, Leadership & Compensation Committee adopted 2026 bonus and equity compensation programs for CEO F. Thomson Leighton, CFO Edward McGowan, and other named executive officers.
• Bonuses will be paid in vested common stock under the 2013 Stock Incentive Plan, calculated using the closing stock price on the 2026 certification date.
• CEO Leighton's 2026 base salary is $1.00, with a target bonus of $1,500,000 and a maximum of $3,300,000; other executives' base salaries range from $500,000 to $570,000 with target bonuses from 80% to 100% of salary.
• The Committee approved RSU grants on March 2, 2026, including annual vesting, corporate performance-based, and stock performance-based RSUs, with dollar values ranging from $2,325,000 to $7,250,000 for annual vesting RSUs.

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · 9.01 Financial Statements and Exhibits