AKAMAkamai Technologies
Since 1998, Akamai has developed and provided solutions for global enterprises to build, secure and accelerate their applications and digital experiences. 10-K, Item 1
- Employees
- 11,000
- Headquarters
- Cambridge, MA
- Next results
- around Feb 18, 2027
10 paragraphs in Risk Factors of the 10-K filed Feb 20, 2026 with nothing like them in the 10-K filed Feb 24, 2025. Quoted exactly. Paragraphs that were only edited are under 10-K change.
Compared with the Risk Factors in the latest 10-K of the other 74 Technology companies: a paragraph with at least half its words the same at another company is called similar, and the companies are listed under it. A paragraph most of them have is marked boilerplate. No line means no other company has one like it. This counts text; it does not say how serious a risk is.
to customers, loss of revenue and market share, damage to our reputation, diversion of management attention, increased expenses, reduced profitability and other negative consequences which could harm our business.
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Our contracts may not contain limitations of liability, and even where they do, there can be no assurance that such terms are sufficient to protect us from liabilities, damages, or claims related to our privacy and data security obligations. Further,
Similar paragraph at 1 of 74 other Technology companies: MCHPalthough we maintain cyber liability insurance, this insurance may not provide adequate coverage against potential liabilities related to any experienced cybersecurity incident or breach.
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A significant portion of our hiring, new customers and revenue growth in recent years has been attributable to our business outside the U.S. Our operations in international countries subject us to risks that may increase our costs, impact our financial results, disrupt our operations or make our operations less efficient and require significant management attention. These risks
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employee distraction and unanticipated employee turnover, which could adversely affect our operating results.
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and therefore are more costly to comply with. Such contracts are also subject to audits and investigations that could result in civil and criminal penalties and administrative sanctions, including contract termination, fee refunds, forfeiture of profits, suspension of payments, fines and suspensions or debarment from future government business.
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and suitability of data sets are all potential issues that could adversely affect our business, reputation, or financial results.
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Certain jurisdictions are adopting or tightening data localization and data residency requirements that restrict where customer or employee data may be stored, processed, accessed or encrypted. In the U.S., regulators are increasingly scrutinizing and restricting certain personal data transfers and transactions involving foreign countries. For example, the Department of Justice’s January 8, 2025, rule on “Preventing Access to U.S. Sensitive Personal Data and Government-Related Data by Countries of Concern or Covered Persons,” prohibits data brokerage transactions involving certain sensitive personal data categories to countries of concern, including China. The regulations also restrict certain investment agreements, employment agreements and vendor agreements involving such data and countries of concern, absent specified cybersecurity controls.
Some jurisdictions, particularly the European Union (the "EU"), are also exploring broader “digital sovereignty” frameworks placing operational, ownership, and control requirements that must be met to provide services to certain markets or sectors. These measures have gathered steam over the past year based on the emergence of geopolitical tensions, including between the US and Europe. Together with limits on cross‑border data transfers and government access or audit obligations, they may prevent us from providing services in certain cases, or require us to provide in‑country or region‑specific hosting, rely on designated local partners, modify or limit features, or maintain segregated environments and duplicative infrastructure, routing, logging and support models. These developments could decrease our addressable market, increase our costs and complexity, lengthen sales cycles, limit the functionality or performance of our services in some markets and reduce economies of scale. These risks may accelerate or vary by region due to geopolitical factors, including changes in sanctions, export or import controls, tariffs and other trade restrictions, or regional conflicts.
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On January 22, 2026, the divestiture was finalized, and a new U.S.-based joint venture assumed operation of the U.S. application. Although the divestiture has been completed, certain aspects of the transaction could be subject to future governmental review or litigation. Further, it is difficult to predict whether any future legislative, regulatory or judicial actions, including those that may be brought against the Executive Orders, will be successful. There is no assurance that we will not be exposed to liability, and we may face significant fines, litigation, indemnification claims, negative publicity, reputational harm, diversion of management attention, interruptions in our operations, financial loss and other similar harms by continuing to provide services to this customer.
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New in the latest 10-Q
39 paragraphs in the 10-Q filed Nov 6, 2026 with nothing like them in the 10-Q filed Aug 7, 2026 (at least half the words must differ; new numbers alone do not count). Quoted exactly, grouped by the item heading above them. This is text that changed, not a judgement of how serious it is.
10-Q
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)
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Financial statements and notes
The Company accounts for warrants issued to customers in conjunction with the sale of its services, which are not issued in exchange for a distinct good or service from the customer, as consideration payable to a customer and, therefore, as a reduction of the transaction price of the related contract with the customer and of revenue. Warrants that are indexed to the Company's own stock and meet the criteria for equity classification are classified as stockholders' equity. These warrants are measured at their grant-date fair value using the Black-Scholes option-pricing model and are not subsequently remeasured.
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When a warrant share becomes probable of vesting, the Company records its grant-date fair value as an increase to additional paid-in capital, with a corresponding asset, on the interim condensed consolidated balance sheets. The asset is reduced, and revenue is reduced by the same amount, in proportion to the revenue recognized for the related contract with the customer. The reduction of the asset begins when services under that contract with the customer commence. The asset is classified as prepaid and other current assets or other assets on the interim condensed consolidated balance sheets based on the amount expected to be recognized as a reduction of revenue within the next twelve months.
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The Company reassesses the number of warrant shares probable of vesting at each reporting date. If warrant shares are no longer probable of vesting, the Company reverses any previously recognized reductions of revenue attributable to the warrant shares in the period in which the determination is made, and also removes the associated additional paid-in capital and remaining asset.
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In May 2025, the FASB issued guidance which clarifies how companies account for share-based payments given to a customer as an incentive or consideration in a revenue contract. The guidance revises the definition of a performance condition so that it includes vesting conditions based on a customer's purchases, or the purchases of the customer's customers. It also removes the policy election to account for forfeitures as they occur for such awards with service conditions. In addition, it clarifies that the variable consideration constraint guidance does not apply to share-based consideration payable to a customer, regardless of whether the award's grant date has occurred. Prior to the issuance of the warrant to a customer during the three months ended September 30, 2026, the Company did not have any historical transactions impacted by this guidance and the Company adopted this guidance on a retrospective basis. The adoption of this standard did not have a material impact on the Company's condensed consolidated financial statements.
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Business acquisition costs during the three and nine months ended September 30, 2026 were $ 0.5 million and $ 1.5 million, respectively. Business acquisition costs are included in general and administrative expense in the interim condensed consolidated statements of income. Pro forma results of operations for the acquisition completed during the nine months ended September 30, 2026 have not been presented because the effects of the acquisition were not material to the Company's consolidated financial results. Revenue and earnings of the acquired company since the date of the acquisition are included in the Company's interim condensed consolidated statements of income and are not presented separately because they are not material.
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Total purchase consideration $ 192,949 Allocation of the purchase consideration: Cash $ 1,715 Accounts receivable 1,908 Prepaid expenses and other current assets 444 Operating lease right-of-use assets 18 Identifiable intangible assets 51,000 Total assets acquired 55,085 Accounts payable (584) Accrued expenses (4,347) Deferred revenue (4,277) Operating lease liabilities (18) Deferred income tax liabilities (3,328) Total liabilities assumed (12,554) Identifiable net assets acquired 42,531 Goodwill 150,418 Total purchase price allocation $ 192,949
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The value of the goodwill can be attributed to a number of business factors, including a trained technical and sales workforce, and revenue and cost synergies expected to be realized. The Company expects that all of the goodwill related to the acquisition of LayerX will be deductible for tax purposes as a result of post-acquisition transactions.
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Identified intangible assets acquired were primarily completed technologies with a gross carrying amount of $ 50.7 million and an estimated useful life of 9.5 years. The Company applied the relief-from-royalty method to estimate the fair values of the completed technologies. The total weighted average amortization period for the intangible assets acquired from LayerX is 9.5 years. The intangible assets are amortized using a method that approximates their economic benefit over their estimated useful lives.
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In September 2026, the Company designated 387,051 shares of Series B Non-Voting Convertible Preferred Stock, par value $ 0.01 per share (the "Series B Preferred Stock"). Holders of Series B Preferred Stock have no voting rights, except as required by law. The Series B Preferred Stock ranks on parity with the Company's common stock, on an as-converted basis, as to dividends, and junior to each other series of preferred stock of the Company. Each share of Series B Preferred Stock has a liquidation preference of $ 0.01 per share and automatically converts into 20 shares of the Company's common stock, subject to adjustment, upon transfer to a party other than the initial holder or the initial holder’s wholly owned subsidiaries. As of September 30, 2026, no shares of Series B Preferred Stock have been issued or are outstanding.
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In September 2026, the Company issued a warrant to purchase up to 387,051 shares (the "Warrant Shares") of Series B Preferred Stock at an exercise price of $ 2,226.60 per share (the "Warrant") to a customer. The Warrant has a seven-year term and the Warrant Shares vest in four tranches. The first tranche, which represents 40 % of the Warrant Shares, vests upon the first payment by the customer under the commercial arrangement entered into with the customer at the same time as the Warrant. The remaining three tranches vest in equal installments of 20 % as additional commercial contractual value is committed in $ 3.0 billion increments (a total of $ 9.0 billion) above the existing contracts.
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As of September 30, 2026, the Company expects the first tranche of Warrant Shares to vest and has recognized the fair value of the first tranche of $ 149.1 million as additional paid-in capital, with a corresponding current and long-term asset included in prepaid and other current assets and other assets of $ 0.9 million and $ 148.2 million, respectively, on the interim condensed consolidated balance sheet.
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The Company used the Black-Scholes option pricing model to determine the fair value of the Warrant on its issuance date. This model requires the input of subjective assumptions, including expected stock price volatility. The expected term is based on the Warrant's contractual term. Expected volatility is based on the Company’s historical stock price volatility. The risk-free interest rate for a period commensurate with the expected term of the Warrant is based on the U.S. Treasury yield rate in effect at the time of issuance. The expected dividend yield is zero, as the Company currently does not pay a dividend and does not anticipate doing so in the future.
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The fair value of the Warrant was estimated using the Black-Scholes option pricing model with the following assumptions:
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Expected term (in years) 7.0 Risk-free interest rate 4.9% Expected volatility 36.7% Dividend yield —%
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• Revenue from our cloud infrastructure services solutions has grown significantly and we expect it to continue to grow significantly, which is attributable to enhanced services on our platform and increased new and existing customer adoption. During 2026, we entered into several large, multi-year cloud infrastructure services arrangements totaling more than $14 billion in the aggregate, including with customers building, deploying and operating AI workloads on our platform. We expect revenue from these commitments to begin to be recognized in the fourth quarter of 2026, accelerate in 2027, with anticipated capacity fully operational by the end of 2028. We plan to continue to invest in this area, including expanding our platform and capacity to support AI applications and these commitments.
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continue to make investments at opportune times, including in support of our large, multi-year cloud infrastructure services arrangements.
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• increased purchases of property and equipment related to network expansion, primarily to support our cloud infrastructure services; and
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In connection with our recently announced large, multi-year cloud infrastructure services arrangements, we expect to incur significant capital expenditures over the next several years, which we estimate to be approximately $6.8 billion. We currently expect these expenditures to begin in the fourth quarter of 2026, accelerate in 2027 and continue into 2028, primarily to secure and deploy the infrastructure and equipment necessary to support these arrangements. These investments are expected to precede a significant portion of the related customer cash inflows as the infrastructure is deployed and services commence and ramp over time. While we currently expect to fund these investments through our existing cash, cash equivalents and marketable securities, cash flows from operations and available borrowing capacity, the timing and magnitude of these expenditures relative to anticipated cash inflows could impact our future liquidity requirements. Accordingly, we may evaluate a range of financing alternatives to address our liquidity and capital needs with consideration given to potential dilution to shareholders, particularly if the timing of capital expenditures, customer payments or other cash flows differs from our current expectations. As our large, multi-year cloud infrastructure services arrangements ramp, we expect a meaningful increase in cash flows from operations beginning in 2028, which we expect will enhance our ability to fund our operations and investments from internally generated cash and reduce leverage over time.
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financial statements included in our annual report on Form 10-K for the year ended December 31, 2025 for further discussion of these indemnification agreements. The fair value of guarantees issued or modified during the nine months ended September 30, 2026 was determined to be immaterial.
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Risk Factors
• Our recently announced cloud infrastructure services contracts with Anthropic may increase our exposure to a single cloud customer, require substantial investments before we recognize the associated revenue and depend on our ability to obtain and deploy hardware and related capacity on time.
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Our revenue from cloud infrastructure services may become increasingly dependent on Anthropic, and a disruption in that relationship could adversely affect our business.
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In September 2026, we entered into two additional project plans under our existing master services agreement with Anthropic pursuant to which Anthropic has committed to pay us approximately $11.6 billion in the aggregate over the project plans' initial seven-year terms, which begin on their respective service start dates. We expect Anthropic to become a significant cloud infrastructure services customer as we make capacity available under these project plans. As a result, we expect our future results will become more dependent on Anthropic’s business, financial condition and ability and willingness to perform its obligations.
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We may not realize the anticipated revenue on the timetable we expect, or at all, if we are unable to satisfy delivery or service availability requirements, Anthropic disputes, or fails to make, payments, or either party exercises an applicable termination right. Delays in making capacity available or in meeting contractual specifications could also impair the relationship. We expect to devote substantial resources and incur costs to support these project plans, some of which may be difficult to recover or redirect if the relationship ends or anticipated revenue is delayed. If we do not maintain the relationship or realize the anticipated revenue, our business, results of operations, cash flows and financial condition could be adversely affected.
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We may in the future derive a material portion of our revenue from a limited number of customers, and, if so, the loss of, or a significant reduction in purchases by, any of these customers, or their failure to perform their obligations, could adversely affect our business, results of operations and cash flows.
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We may in the future derive a material portion of our revenues from a limited number of our customers. Any future concentration of our customer base increases risks related to the financial condition of our customers, and the deterioration in financial condition of a single customer or the failure of a single customer to perform its obligations could have a material adverse effect on our results of operations and cash flows. If any such customers change their business requirements or focus, vendor selection, project prioritization, or purchasing behavior, or are parties to consolidation transactions, they may delay, suspend, reduce, or cancel their purchases of our products or services and our business, financial condition, and results of operations may be adversely affected.
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customers and loss of market share or inability to penetrate new markets, each of which could materially impact our business, profitability, financial condition, results of operations and cash flows.
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able to anticipate the techniques used in such attacks, as they change frequently and may not be recognized until launched. The rapidly changing technological and geopolitical landscape may also create new, unexpected, or unknown risks for which we may not immediately be prepared, requiring increased risk mitigation expenditures.
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third-party providers can experience operational inefficiencies relating to power, climate controls, water, logistics and other unforeseen events which could result in increased costs, service disruptions and diminished customer experiences. We cannot guarantee that these providers have adequate measures in place to avoid service events that could impact our ability to operate portions of our network.
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In September 2026, following our entry into two additional project plans under our existing master services agreement with Anthropic, we entered into an agreement under which Lenovo Global Technologies Ireland International Limited (“Lenovo”) will provide hardware products, software programs and related services, and issued a build request under our existing agreement with Jabil Inc. (“Jabil”), which provides contract manufacturing and related services, including the manufacture of customized server hardware. Disruptions in the supply, manufacture or delivery of equipment under these arrangements could result in our failure to satisfy delivery or service availability requirements under our agreement with Anthropic, delay our ability to expand or maintain capacity or increase our costs. These risks could adversely affect our business, financial condition, results of operations and cash flows.
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profitability. In addition, our financial results are subject to changes in exchange rates that impact the settlement of transactions in non-functional currencies.
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any of which could adversely affect our business, operating results and financial condition. Furthermore, open-source software may have security flaws and other deficiencies that could make our solutions less reliable and damage our business, and these risks may be heightened by advances in AI capabilities that enable the more rapid discovery and exploitation of such vulnerabilities.
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continue providing services as contemplated by the Executive Orders without violating the law and without incurring any legal liability.
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Furthermore, our revenue, particularly that portion attributable to usage of our solutions beyond customer commitments,
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Exercise of the Warrant issued to Anthropic could dilute our common stockholders.
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In September 2026, we issued Anthropic a Warrant to purchase up to 387,051 shares of our Series B Non-Voting Convertible Preferred Stock, representing up to 7,741,020 shares of common stock on an as-converted basis, subject to adjustment. The Warrant vests in tranches upon a specified payment and additional contractual commitments, subject to its conditions. If the vested portion of the Warrant is exercised and the resulting shares of Series B Non-Voting Convertible Preferred Stock convert into common stock upon qualifying transfers, existing common stockholders would be diluted. The potential issuance of these shares of common stock, or the market’s perception of that potential issuance, could also adversely affect the trading price of our common stock.
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Share sales and buybacks
The following is a summary of our repurchases of our common stock in the third quarter of 2026 (in thousands, except share and per share data):
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Other information
During the three months ended September 30, 2026, none of the Company's directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted, modified or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement.
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Item 6
Submitted electronically herewith Portions of this exhibit (indicated by asterisks) have been redacted in compliance with Item 601(b)(10)(iv) of Regulation S-K Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant undertakes to furnish a copy of all omitted schedules and exhibits upon request by the Securities and Exchange Commission.
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The 10-Q's risk factors against the 10-K
Item 1A of the 10-Q filed Nov 6, 2026 against Item 1A of the 10-K filed Feb 20, 2026.
A 10-Q repeats only the risks that changed, so a 10-K paragraph that is missing from it is not counted as removed.
Added is a paragraph with nothing like it in the 10-K, Reworded a sentence that is in both with several words changed,
Quiet changes a sentence in both where one to four words changed and one is a hedge or a modal
(cut words struck through, new words highlighted and underlined).
Text on the page, not a score; each links to the filing at sec.gov.
The first 24 of 52 are shown (at most 12 of each type).
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