This is a Form 8-K current report filed with the U.S. Securities and Exchange Commission by Akamai Technologies, Inc. (Nasdaq: AKAM) and signed on September 24, 2026 by Aaron S. Ahola, Executive Vice President, General Counsel and Corporate Secretary. Its date of earliest event reported is September 18, 2026, the day Akamai and Anthropic, PBC entered two new project plans under an existing cloud-computing agreement and Akamai issued Anthropic a warrant over its preferred stock. The report also discloses supply agreements with Lenovo and Jabil, and furnishes as Exhibit 99.1 the press release announcing the Anthropic transaction on September 24, 2026 (Source: sec.gov).
| Filer | Akamai Technologies, Inc. (CIK 1086222; Delaware; 145 Broadway, Cambridge, MA) |
| Form | 8-K, Items 1.01, 3.02, 5.03, 7.01, 9.01 |
| Earliest event | September 18, 2026 |
| Signed and furnished | September 24, 2026 |
| Accession | 0001193125-26-401048 |
| Exhibits | 3.1 Certificate of Designations; 4.1 Warrant Agreement (partly redacted); 99.1 press release; 104 cover-page XBRL |
Anthropic Master Services Agreement and Project Plans
Akamai and Anthropic entered Project Plan 2 and Project Plan 3 on September 18, 2026 under their Master Services Agreement dated May 5, 2026, under which Akamai provides Anthropic with dedicated cloud computing capacity and related managed support services. Subject to termination and to "satisfaction of certain delivery and service availability requirements," Anthropic committed to pay Akamai approximately $11.6 billion in aggregate under the two plans. Each plan has an initial seven-year term beginning on its own service start date. Akamai stated that it now treats the master agreement as a material definitive agreement because it "is no longer immaterial in amount or significance to the Company."
Termination rights are set out as follows:
- Akamai may terminate the master agreement on an uncured breach by Anthropic.
- Anthropic may terminate it on a material uncured breach by Akamai, or on a change of control of Akamai in favour of a direct competitor of Anthropic.
- Either party may terminate it on the other's bankruptcy, insolvency, receivership or similar proceeding, or when no project plan remains in effect.
- Akamai's termination of Project Plan 2 or 3 for Anthropic's material uncured breach of that plan ends only that plan. If the master agreement is terminated for breach, each project plan not the subject of the breach continues as a separate agreement.
- Anthropic may terminate each project plan on notice of a material outage, subject to conditions.
The agreement contains customary provisions on representations and warranties, service levels, confidentiality, data security, indemnification and limitation of liability. The full text is to be filed with Akamai's Form 10-Q for the quarter ending September 30, 2026.
Warrant Agreement
On September 18, 2026 (the Issue Date), "in connection with the entry by the Company and Anthropic into Project Plan 3," Akamai issued Anthropic a warrant to purchase up to 387,051 shares of Series B Non-Voting Convertible Preferred Stock, par value $0.01, at an exercise price of $2,226.60 per warrant share. The filing derives that price as the volume-weighted average price of Akamai common stock on Nasdaq over the 30 consecutive trading days before the Issue Date, multiplied by 20, the number of common shares into which each preferred share is initially convertible.
The warrant vests in four tranches:
| Tranche | Share of warrant | Vesting condition |
|---|---|---|
| 1 | 40% | First payment by Anthropic or its subsidiaries or affiliates to Akamai under Project Plan 3 |
| 2 | 20% | Each additional $3.0 billion of contractual value committed by Anthropic under the master agreement (successively) |
| 3 | 20% | as above |
| 4 | 20% | as above |
Vesting is subject to conditions including that the master agreement remain in effect. Exercise must be settled in cash. The vested portion may be exercised in whole or in part until the seventh anniversary of the Issue Date. The warrant and warrant shares may be transferred only to Anthropic and its wholly owned subsidiaries, and the warrant shares convert to common stock only on transfer outside that group, subject to further limits in the Warrant Agreement (Exhibit 4.1, which is partly redacted under Item 601(b)(10)(iv) of Regulation S-K).
Under Item 3.02 the warrant was issued "in consideration of Anthropic's entry into Project Plan 3," without an underwriter or placement agent, under the private-placement exemption in Section 4(a)(2) of the Securities Act of 1933.
Series B Preferred Stock
A Certificate of Designations filed with the Delaware Secretary of State on the Issue Date, effective on filing, designates 387,051 shares as Series B Preferred Stock. Each share is initially convertible into 20 common shares, so the warrant shares represent up to 7,741,020 common shares on an as-converted basis, subject to customary anti-dilution adjustment. Conversion is automatic and occurs only on transfer to a person other than Anthropic or its wholly owned subsidiaries, or if a holder ceases to be one; holders have no elective conversion right. Holders receive dividends and distributions paid on common stock at the conversion rate, have a liquidation preference of $0.01 per share before participating with common stock on an as-converted basis, and have no voting rights except as the Delaware General Corporation Law requires.
Lenovo and Jabil agreements
On September 23, 2026 Akamai and Lenovo Global Technologies Ireland International Limited entered a Master Product and Services Agreement, with an initial term of three years that continues while any statement of work is in effect, and Statement of Work No. 1, with a term of seven years, under which Lenovo supplies hardware products, software programs and related services. Akamai may terminate for convenience subject to notice and specified termination costs.
On September 24, 2026 Akamai issued a Build Request to Jabil Inc. under their Master Services Agreement dated May 23, 2019 and Amended and Restated Statement of Work No. 1 effective July 30, 2021, under which Jabil provides contract manufacturing, including customized server hardware. The Build Request authorizes Jabil to purchase approximately $1.7 billion of memory components, with Akamai paying the supplier invoice amounts when Jabil receives them; Jabil holds the components on consignment as bailee for Akamai and repurchases them at cost as they are used. Akamai stated that the Jabil agreement is also no longer immaterial to it. Both agreements are to be filed with the third-quarter Form 10-Q.
Exhibit 99.1: press release
The September 24, 2026 press release, headed "Akamai Announces $11.6 Billion Multi-year Agreement with Anthropic to Support Growing Demand," describes the commitment as $11.6 billion "over seven years" to support Anthropic's "accelerating CPU workload demands" on Akamai Cloud's distributed infrastructure. It states that the relationship may expand by up to an additional $9 billion, for a total potential commitment of approximately $20 billion, and that the deal adds to more than $2.8 billion of multi-year Cloud Infrastructure Services commitments Akamai had announced across its customer base earlier in 2026 (Source: sec.gov).
The release restates the warrant in common-stock terms: 7.7 million shares on an as-converted basis, "up to approximately 5% of Akamai's common stock outstanding," at $111.33 per common share. About 2% is expected to vest in connection with the announced $11.6 billion commitment, and about 1% with each additional $3 billion of cloud-service purchases "at mutually agreed upon terms," up to the additional $9 billion within the warrant's seven-year term. These percentages correspond to the 40% and 20% tranches in the 8-K.
Akamai estimated total capital expenditure related to the $11.6 billion commitment at approximately $5.5 billion, expected no impact on its 2026 revenue guidance, and anticipated an increase of approximately $1.7 billion in 2026 capital expenditure "to secure and pre-purchase critical supply chain components, including memory." Chief executive Tom Leighton said Anthropic "is advancing the AI revolution and we are thrilled they chose Akamai's capabilities for building and operating AI infrastructure at scale." The release describes Akamai Cloud as supporting "a continuum of compute from core to edge" across thousands of points of presence.
Differences between the filing and the press release
The 8-K dates the project plans, warrant and Certificate of Designations to September 18, 2026; September 24 is the date of the press release, the conference call and the filing. The press release's "over seven years" compresses the 8-K's terms, in which each project plan runs seven years from its own service start date, so the two plans need not share an end date. The 8-K conditions the $11.6 billion on delivery and service-availability requirements and on the termination rights above, which the press release does not repeat. The press release's per-share price of $111.33 is the 8-K's $2,226.60 divided by the conversion rate of 20. The 8-K ties the three later tranches to $3.0 billion of additional committed contract value, while the release describes them as $3 billion purchases of cloud services on mutually agreed terms.
Reception
Reuters reported the agreement on September 24, 2026 as an $11.6 billion, seven-year cloud deal with a warrant for up to a 5% stake, and reported that Akamai shares rose 22% in extended trading; Investing.com reported a rise of as much as 20% after hours (Source: reuters.com) (Source: investing.com). The first agreement under the May 2026 master agreement had been reported by Bloomberg on May 8, 2026 as a $1.8 billion, seven-year deal (Source: bloomberg.com); the 8-K does not state the value of Project Plan 1.
Provenance
Captured on September 25, 2026 from SEC EDGAR, accession 0001193125-26-401048. The raw file contains the full 8-K body and Exhibit 99.1; Exhibits 3.1 (Certificate of Designations) and 4.1 (Warrant Agreement) were not captured. The Master Services Agreement, Lenovo agreement and Jabil agreement are to be filed with Akamai's Form 10-Q for the quarter ending September 30, 2026.
Relationships
- supports: Akamai Technologies (primary source for the Anthropic agreements, warrant and supply agreements)
- supports: Anthropic (Key Compute Commitments; warrant held in a supplier)
- instance-of: AI Data Centers (non-hyperscaler compute contracting)
- related: Circular Financing in AI (supplier-issued equity vesting with customer purchase commitments)
- related: AI Infrastructure Capex (Akamai capex and memory pre-purchase)
- related: Agentic AI (CPU workload demand)