S-8

As filed with the Securities and Exchange Commission on August 8, 2024

Registration No. 333-_____

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

AKAMAI TECHNOLOGIES, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware	04-3432319
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)
145 Broadway Cambridge, MA	02142
(Address of Principal Executive Offices)	(Zip Code)

Akamai Technologies, Inc. Second Amended and Restated 2013 Stock Incentive Plan, as amended

(Full Title of the Plan)

Aaron S. Ahola, Esq.

Executive Vice President, General Counsel and Corporate Secretary

Akamai Technologies, Inc.

145 Broadway

Cambridge, Massachusetts 02142

(Name and Address of Agent For Service)

617-444-3000

(Telephone Number, Including Area Code, of Agent For Service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

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 7(a)(2)(B) of the Securities Act. ☐

REGISTRATION OF ADDITIONAL SHARES

PURSUANT TO GENERAL INSTRUCTION E

This Registration Statement on Form S-8 is filed to register the offer and sale of an additional 5,000,000 shares of the Registrant’s common stock, $0.01 par value per share, to be issued under the Registrant’s Second Amended and Restated 2013 Stock Incentive Plan, as amended (the “2013 Plan”). In accordance with General Instruction E to Form S-8, except for Item 8 “Exhibits,” this Registration Statement incorporates by reference the contents of the Registration Statements on Form S-8, File Nos. 333-188989, 333-204208, 333-218537, 333-231704, 333-258583, 333-266689 and 333-273809 filed with the Securities and Exchange Commission on May 31, 2013, May 15, 2015, June 6, 2017, May 23, 2019, August 6, 2021, August 9, 2022 and August 8, 2023 respectively, relating to the 2013 Plan.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8. Exhibits.

The following exhibits are filed with or incorporated by reference in this registration statement:

Number	Description
4.1(1)	Amended and Restated Certificate of Incorporation of the Registrant, as amended
4.2(2)	Amended and Restated By-laws of the Registrant
4.2(3)	Amendment No. 1 to Amended and Restated By-laws of the Registrant
5.1	Opinion of Goodwin Procter LLP, counsel to the Registrant
23.1	Consent of Goodwin Procter LLP (included in Exhibit 5.1)
23.2	Consent of PricewaterhouseCoopers LLP
24.1	Power of attorney (included on the signature pages of this registration statement)
99.1(1)	Akamai Technologies, Inc. Second Amended and Restated 2013 Stock Incentive Plan, as amended
107	Filing Fee Table

(1) Incorporated by reference to the Registrant’s Current Report on Form 8-K (File No. 000-27275, 24956583) filed with the Securities and Exchange Commission on May 16, 2024.

(2) Incorporated by reference to the Registrant’s Current Report on Form 8-K (File No. 000-27275, 221467934) filed with the Securities and Exchange Commission on December 16, 2022.

(3) Incorporated by reference to the Registrant’s Current Report on Form 8-K (File No. 000-27275, 231264379) filed with the Commission on September 19, 2023.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Cambridge, Massachusetts, on this 8th day of August, 2024.

AKAMAI TECHNOLOGIES, INC.
By:	/s/ Aaron S. Ahola
	Aaron S. Ahola
	Executive Vice President, General Counsel and Corporate Secretary

POWER OF ATTORNEY AND SIGNATURES

We, the undersigned officers and directors of Akamai Technologies, Inc., hereby severally constitute and appoint F. Thomson Leighton, Edward McGowan and Aaron Ahola, and each of them singly, our true and lawful attorneys with full power to them, and each of them singly, to sign for us and in our names in the capacities indicated below, the registration statement on Form S-8 filed herewith and any and all subsequent amendments to said registration statement, and generally to do all such things in our names and on our behalf in our capacities as officers and directors to enable Akamai Technologies, Inc. to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or any of them, to said registration statement and any and all amendments thereto.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ F. Thomson Leighton	President, Chief Executive Officer and Director (Principal Executive Officer)	August 8, 2024
F. Thomson Leighton
/s/ Edward McGowan	Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer)	August 8, 2024
Edward McGowan
/s/ Laura Howell	Chief Accounting Officer (Principal Accounting Officer)	August 8, 2024
Laura Howell
/s/ Sharon Y. Bowen	Director	August 8, 2024
Sharon Y. Bowen
/s/ Marianne C. Brown	Director	August 8, 2024
Marianne C. Brown
/s/ Monte E. Ford	Director	August 8, 2024
Monte E. Ford
/s/ Daniel R. Hesse	Director	August 8, 2024
Daniel R. Hesse
/s/ Peter T. Killalea	Director	August 8, 2024
Peter T. Killalea
/s/ Jonathan F. Miller	Director	August 8, 2024
Jonathan F. Miller
/s/ Madhu Ranganathan	Director	August 8, 2024
Madhu Ranganathan
/s/ Bernardus Verwaayen	Director	August 8, 2024
Bernardus Verwaayen
/s/ William R. Wagner	Director	August 8, 2024
William R. Wagner

EX-5.1

Exhibit 5.1

Goodwin Procter LLP 100 Northern Ave. Boston, MA 02210 goodwinlaw.com +1 617 570 1000

August 8, 2024

Akamai Technologies, Inc.

145 Broadway

Cambridge, MA 02142

Re: Securities Being Registered under Registration Statement on Form S-8

We have acted as your counsel in connection with your filing of a Registration Statement on Form S-8 (the “Registration Statement”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), on or about the date hereof relating to an aggregate of 5,000,000 shares (the “Shares”) of Common Stock, par value $0.01 per share (“Common Stock”), of Akamai Technologies, Inc., a Delaware corporation (the “Company”), that may be issued pursuant to the Company’s Second Amended and Restated 2013 Stock Incentive Plan, as amended (the “2013 Plan”).

We have reviewed such documents and made such examination of law as we have deemed appropriate to give the opinion set forth below. We have relied, without independent verification, on certificates of public officials and, as to matters of fact material to the opinion set forth below, on certificates of officers of the Company.

For purposes of the opinion set forth below, we have assumed that, at the time Shares are issued, the total number of then unissued Shares, when added to the number of shares of Common Stock issued, subscribed for, or otherwise committed to be issued, does not exceed the number of shares of Common Stock authorized by the Company’s certificate of incorporation.

The opinion set forth below is limited to the Delaware General Corporation Law.

Based on the foregoing, we are of the opinion that the Shares have been duly authorized and, when delivered against payment therefor in accordance with the terms of the Plans, will be validly issued, fully paid and nonassessable.

This opinion letter and the opinion it contains shall be interpreted in accordance with the Core Opinion Principles as published in 74 Business Lawyer 815 (Summer 2019).

We hereby consent to the inclusion of this opinion as Exhibit 5.1 to the Registration Statement. In giving our consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations thereunder.

Akamai Technologies, Inc.

August 8, 2024

Page 2

Very truly yours,

/s/ GOODWIN PROCTER LLP

GOODWIN PROCTER LLP

EX-23.2

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Akamai Technologies, Inc. of our report dated February 28, 2024 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in Akamai Technologies, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2023.

/s/ PricewaterhouseCoopers LLP

Boston, Massachusetts

August 8, 2024

EX-FILING FEES

Exhibit 107

Calculation of Filing Fee Table

Form S-8

(Form Type)

Akamai Technologies, Inc.

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities

	Security Type	Security Class Title	Fee Calculation or Carry Forward Rule	Amount Registered	Proposed Maximum Offering Price Per Unit	Maximum Aggregate Offering Price	Fee Rate	Amount of Registration Fee
Fees to Be Paid 1	Equity	Common Stock, $0.01 par  value per share	Other	5,000,000	$92.05	$460,250,000	0.00014760	$67,932.90
	Total Offering Amounts					$460,250,000		$67,932.90
	Total Fee Offsets							—
	Net Fee Due							$67,932.90

Offering Note

1

Note 1.a: Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement shall also cover any additional shares of common stock which become issuable under the above-named plans by reason of any stock dividend, stock split, recapitalization or any other similar transaction effected without the receipt of consideration which results in an increase in the number of our outstanding shares of common stock.

Note 1.b: Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457 of the Securities Act, and based on the average of the high and low sales prices of the registrant’s common stock, as quoted on the Nasdaq Global Select Market, on August 5, 2024, which is a date within five business days prior to the filing of this registration statement.

Note 1.c: Represents 5,000,000 shares of common stock that were added to the shares authorized for issuance under the Second Amended and Restated 2013 Stock Incentive Plan, as amended.

XML

Submission	Aug. 08, 2024
Submission [Line Items]
Central Index Key	0001086222
Registrant Name	Akamai Technologies, Inc.
Form Type	S-8
Submission Type	S-8
Fee Exhibit Type	EX-FILING FEES

XML

Offerings - Offering: 1

Aug. 08, 2024

USD ($)

shares

Offering:

Fee Previously Paid

false

Other Rule

true

Security Type

Equity

Security Class Title

Common Stock, $0.01 par value per share

Amount Registered | shares

5,000,000

Proposed Maximum Offering Price per Unit | shares

92.05

Maximum Aggregate Offering Price | $

$ 460,250,000

Fee Rate

0.01476%

Amount of Registration Fee | $

$ 67,932.9

Offering Note

1

Note 1.a: Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement shall also cover any additional shares of common stock which become issuable under the above-named plans by reason of any stock dividend, stock split, recapitalization or any other similar transaction effected without the receipt of consideration which results in an increase in the number of our outstanding shares of common stock.

Note 1.b: Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457 of the Securities Act, and based on the average of the high and low sales prices of the registrant’s common stock, as quoted on the Nasdaq Global Select Market, on August 5, 2024, which is a date within five business days prior to the filing of this registration statement.

Note 1.c: Represents 5,000,000 shares of common stock that were added to the shares authorized for issuance under the Second Amended and Restated 2013 Stock Incentive Plan, as amended.

XML

Fees Summary	Aug. 08, 2024 USD ($)
Fees Summary [Line Items]
Total Offering	$ 460,250,000
Total Fee Amount	67,932.9
Total Offset Amount	0
Net Fee	$ 67,932.9