Form 8-K
8-K — AKAMAI TECHNOLOGIES INC
Accession: 0001193125-26-228949
Filed: 2026-05-18
Period: 2026-05-18
CIK: 0001086222
SIC: 7389 (SERVICES-BUSINESS SERVICES, NEC)
Item: Entry into a Material Definitive Agreement
Item: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
Item: Other Events
Item: Financial Statements and Exhibits
Documents
8-K — d123781d8k.htm (Primary)
EX-10.1 (d123781dex101.htm)
EX-99.1 (d123781dex991.htm)
XML — IDEA: XBRL DOCUMENT (R1.htm)
8-K
8-K (Primary)
Filename: d123781d8k.htm · Sequence: 1
8-K
AKAMAI TECHNOLOGIES INC false 0001086222 0001086222 2026-05-18 2026-05-18
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
May 18, 2026
AKAMAI TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
Delaware
000-27275
04-3432319
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(I.R.S. Employer
Identification No.)
145 Broadway
Cambridge, MA 02142
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (617) 444-3000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading
Symbol(s)
Name of each exchange
on which registered
Common Stock, $0.01 par value
AKAM
Nasdaq Global Select Market
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material Definitive Agreement.
On May 18, 2026, Akamai Technologies, Inc. (“Akamai”) entered into an Amendment No. 3 (the “Third 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 and May 12, 2025), by and among Akamai, the financial institutions party thereto from time to time as lenders and the Agent. The Third Amendment, among other things, increases the maximum consolidated leverage ratio financial covenant to 4.75:1.00 for the four consecutive fiscal quarter periods ending on June 30, 2026 and September 30, 2026.
The description of the Third Amendment contained herein is qualified in its entirety by reference to the Third 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 Third Amendment is incorporated by reference into this Item 2.03.
Item 8.01. Other Events.
On May 18, 2026, Akamai issued a press release announcing that it intends to offer, subject to market and other conditions, $1.3 billion of Convertible Senior Notes due 2030 and $1.3 billion of Convertible Senior Notes due 2032 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. 3 by and among Akamai Technologies, Inc., the financial institutions identified therein as lenders and JPMorgan Chase Bank, N.A., as administrative agent, dated May 18, 2026
99.1
Press release dated May 18, 2026
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 18, 2026
By:
/s/ Aaron S. Ahola
Name:
Aaron S. Ahola
Title:
Executive Vice President, General Counsel and Corporate Secretary
EX-10.1
EX-10.1
Filename: d123781dex101.htm · Sequence: 2
EX-10.1
Exhibit 10.1
AMENDMENT NO. 3
Dated as of
May 18, 2026
to
CREDIT
AGREEMENT
Dated as of November 22, 2022
THIS AMENDMENT NO. 3 (this “Amendment”) is made as of May 18, 2026 by and among Akamai Technologies, Inc. (the
“Company”), the financial institutions listed on the signature pages hereof and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”), under that certain Credit Agreement dated as of
November 22, 2022 by and among the Company, the Foreign Subsidiary Borrowers party thereto, the Lenders party thereto and the Administrative Agent (as amended by that certain Amendment No. 1, dated as of April 17, 2025, that certain
Amendment No. 2, dated as of May 12, 2025 and as may be further amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”). Capitalized terms used herein and not otherwise defined
herein shall have the respective meanings given to them in the Credit Agreement.
WHEREAS, the Company has requested that each of the
Lenders and the Administrative Agent agree to certain amendments to the Credit Agreement;
WHEREAS, the Company, the Lenders party hereto
and the Administrative Agent have agreed to amend the Credit Agreement on the terms and conditions set forth herein;
NOW, THEREFORE, in
consideration of the premises set forth above, the terms and conditions contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company, the Lenders party hereto and the
Administrative Agent hereby agree to enter into this Amendment.
1. Amendments to the Credit Agreement. Effective as of the date of
satisfaction of the conditions precedent set forth in Section 2 below, the parties hereto agree that the Credit Agreement is hereby amended as follows:
(a) Section 6.04(a) of the Credit Agreement is hereby restated in its entirety as follows:
“(a) Maximum Leverage Ratio. The Company will not permit the ratio (the “Leverage Ratio”),
determined as of the end of each of its fiscal quarters, of (i) Consolidated Total Indebtedness to (ii) Consolidated EBITDA for the period of four (4) consecutive fiscal quarters ending with the end of such fiscal quarter, all
calculated for the Company and its Subsidiaries on a consolidated basis, to be greater than (A) 3.50 to 1.00 for each of the fiscal quarters ending December 31, 2022 through and including March 31, 2026, (B) 4.75 to 1.00 for the fiscal
quarters ending June 30, 2026 and September 30, 2026 and (C) 3.50 to 1.00 for the fiscal quarter ending December 31, 2026 and each fiscal quarter ending thereafter; provided that at any time after the definitive agreement for
any Qualifying Material Acquisition shall have been executed (or, in the case of a Qualifying Material Acquisition in the form of a tender offer or similar transaction, after the offer shall have been launched) and prior to the consummation of such
Qualifying Material
Acquisition (or termination of the definitive documentation in respect thereof (or such later date as such Indebtedness ceases to constitute Acquisition Indebtedness)), any Acquisition
Indebtedness shall be excluded from the determination of the Leverage Ratio. Notwithstanding the foregoing, the Company shall be permitted, but in no event on more than two (2) occasions during the term of this Agreement, to allow the maximum
Leverage Ratio permitted under this Section 6.04(a) to be increased to 4.00 to 1.00 for a period of four consecutive fiscal quarters ending on or after December 31, 2026 (such period, an “Adjusted Covenant Period”) in
connection with a Qualifying Material Acquisition occurring during the first of such four fiscal quarters (and in respect of which the Company shall provide notice in writing to the Administrative Agent (for distribution to the Lenders) of such
increase and a transaction description of such Qualifying Material Acquisition (including the name of the person or summary description of the assets being acquired and the approximate purchase price)), so long as the Company is in compliance on a
pro forma basis with the maximum Leverage Ratio of 4.00 to 1.00 on the closing date of such Qualifying Material Acquisition immediately after giving effect (including pro forma effect) to such Qualifying Material Acquisition; provided that it
is understood and agreed that (x) the Company may not elect a new Adjusted Covenant Period for at least two fiscal quarters following the end of an Adjusted Covenant Period and (y) the maximum Leverage Ratio permitted under this
Section 6.04(a) shall revert to 3.50 to 1.00 as of the end of such Adjusted Covenant Period and thereafter until another Adjusted Covenant Period (if any) is elected pursuant to the terms and conditions described above.”
(b) Article VII of the Credit Agreement is hereby amended to (i) delete the “or” at the end of clause
(m) thereof, (ii) insert the word “or” at the end of clause (n) thereof and (iii) insert a new clause (o) therein immediately following clause (n) thereof as follows:
“(o) the Company shall fail to enter into an executed and effective amendment to this Agreement with the Administrative
Agent and the Required Lenders on or prior to December 31, 2026, providing for revised terms hereof in respect of pricing, credit support for the Obligations (including guarantees and collateral security to the extent reasonably requested by
the Required Lenders), representations and warranties, affirmative and negative covenants (including financial covenants), events of default and related provisions, in each case to the extent reasonably requested by, reasonably satisfactory to and
approved by the Administrative Agent and the Required Lenders (such approval not to be unreasonably withheld, conditioned or delayed);”
2. Conditions of Effectiveness. The effectiveness of this Amendment is subject to the conditions precedent that the Administrative
Agent shall have received (i) counterparts of this Amendment duly executed by the Company, the Required Lenders and the Administrative Agent and (ii) payment and/or reimbursement of the Administrative Agent’s and its
affiliates’ reasonable and documented out-of-pocket fees and expenses (including reasonable and documented fees, charges and disbursements of counsel for the
Administrative Agent) in connection with this Amendment, in each case to the extent invoiced and to the extent required to be paid or reimbursed by the Company pursuant to Section 9.03 of the Credit Agreement.
3. Representations and Warranties of the Company. The Company hereby represents and warrants as follows:
(a) This Amendment constitutes the legal, valid and binding obligation of the Company, enforceable against Company in accordance with its
terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at
law.
2
(b) As of the date hereof and immediately after giving effect to this Amendment, (i) no
Event of Default or Default has occurred and is continuing and (ii) the representations and warranties of the Company set forth in the Credit Agreement (other than the representations and warranties contained in Sections 3.04(b) and 3.06(a) of
the Credit Agreement) are true and correct in all material respects (provided that any representation or warranty that is qualified by materiality or Material Adverse Effect is true and correct in all respects), except to the extent that such
representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (provided that any representation or warranty that is qualified by materiality or Material Adverse Effect
are true and correct in all respects) as of such earlier date.
4. Reference to and Effect on the Credit Agreement.
(a) Upon the effectiveness hereof, each reference to the Credit Agreement in the Credit Agreement or any other Loan Document shall mean and be
a reference to the Credit Agreement as amended hereby.
(b) Each Loan Document and all other documents, instruments and agreements
executed and/or delivered in connection therewith shall remain in full force and effect and are hereby ratified and confirmed.
(c) Except
as expressly set forth herein, the execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of the Administrative Agent or the Lenders, nor constitute a waiver of any provision of the Credit
Agreement, the Loan Documents or any other documents, instruments and agreements executed and/or delivered in connection therewith.
(d)
This Amendment is a Loan Document under (and as defined in) the Credit Agreement.
5. Governing Law. This Amendment shall be
construed in accordance with and governed by the laws of the State of New York.
6. Headings. Section headings in this Amendment
are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose.
7.
Counterparts. This Amendment may be executed by one or more of the parties hereto on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. The words
“execution,” “signed,” “signature,” “delivery,” and words of like import in or relating to this Amendment and/or any document to be signed in connection with this Amendment and the transactions
contemplated hereby shall be deemed to include Electronic Signatures (as defined below), deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed
signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be. As used herein, “Electronic Signatures” means any electronic symbol or process attached to, or associated with, any
contract or other record and adopted by a person with the intent to sign, authenticate or accept such contract or record.
[Signature Pages
Follow]
3
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and
delivered by their respective authorized officers as of the day and year first above written.
AKAMAI TECHNOLOGIES, INC.,
as the Company
By:
/s/ David Neshat
Name: David Neshat
Title: Vice President, Treasury
Signature Page to
Amendment No. 3 to
Credit Agreement dated as of November 22, 2022
Akamai Technologies, Inc.
JPMORGAN CHASE BANK, N.A.,
individually as a Lender and as Administrative Agent
By:
/s/ Ryan Zimmermann
Name:Ryan Zimmermann
Title: Executive Director
Signature Page to
Amendment No. 3 to
Credit Agreement dated as of November 22, 2022
Akamai Technologies, Inc.
[Lender signature pages on file with Administrative Agent]
EX-99.1
EX-99.1
Filename: d123781dex991.htm · Sequence: 3
EX-99.1
Exhibit 99.1
Akamai Announces Proposed Offering of Convertible Senior Notes
CAMBRIDGE, Mass. – May 18, 2026 – Akamai Technologies, Inc. (NASDAQ: AKAM) (“Akamai”), the cybersecurity and
cloud computing company that powers and protects business online, today announced that it proposes to offer, subject to market factors and other conditions, $1.3 billion in aggregate principal amount of 0% convertible senior notes due 2030 (the
“2030 Notes”) and $1.3 billion in aggregate principal amount of 0% convertible senior notes due 2032 (the “2032 Notes” and, together with the 2030 Notes, the “notes”). The notes are to be sold only to persons
reasonably believed to be “qualified institutional buyers” pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). In addition, Akamai will grant the initial purchasers for the offering an
option to purchase up to an additional $200.0 million in aggregate principal amount of the 2030 Notes and an additional $200.0 million in aggregate principal amount of the 2032 Notes, in each case, on the same terms and conditions. Upon conversion,
Akamai will pay cash up to the aggregate principal amount of the notes to be converted and pay or deliver, as the case may be, cash, shares of Akamai’s common stock or a combination of cash and shares of common stock, at Akamai’s
election, in respect of the remainder, if any, of its conversion obligation in excess of the aggregate principal amount of the notes being converted. The notes will not bear regular interest, and the principal amount of the notes will not accrete.
Any special interest on the notes will be payable semi-annually in arrears on May 15 and November 15 of each year, beginning on November 15, 2026 (if and to the extent special interest is then payable). The 2030 Notes will mature on
May 15, 2030 and the 2032 Notes will mature on May 15, 2032, in each case, unless earlier repurchased or converted in accordance with their terms prior to such date. The initial conversion rate, offering price and other terms of the 2030
Notes and the 2032 Notes will be determined at the time of pricing the offering. The notes will be senior unsecured obligations of Akamai.
Subject to
costs and expenses related to the convertible note hedge and warrant transactions and share repurchases described below, Akamai intends to use the remaining net proceeds from the offering to fund the accelerated capital expenditure requirements of
the Cloud Infrastructure Services (CIS) business, prioritizing the rapid build-out of Akamai’s global footprint, and for general corporate purposes.
Akamai intends to use a portion of the net proceeds from the offering to pay the cost of the convertible note hedge transactions described below (after such
cost is partially offset by the proceeds to Akamai from the sale of warrants pursuant to the warrant transactions described below). If the initial purchasers exercise their option to purchase additional notes, Akamai expects to sell additional
warrants and use a portion of the net proceeds from the sale of such additional notes, together with the proceeds from the additional warrant transactions, to enter into additional convertible note hedge transactions with respect to the relevant
series of notes as to which the option was exercised.
Akamai also intends to use approximately $350 million of the net proceeds from the offering to
repurchase shares of its common stock from purchasers of the notes in the offering in privately-negotiated transactions effected through one or more of the initial purchasers or their affiliates. Akamai expects the purchase price per share in such
transactions to equal the closing price per share of Akamai’s common stock on the date of pricing of the offering. The amount of Akamai’s common stock that Akamai actually repurchases may be more or less than $350 million.
If Akamai undergoes a fundamental change prior to the maturity date of the notes, subject to certain conditions and limited exceptions, holders may require
Akamai to repurchase for cash all or any portion of their notes at a fundamental change repurchase price equal to 100% of the principal amount of the notes to be repurchased, plus any accrued and unpaid special interest to, but excluding, the
fundamental change repurchase date.
In connection with the pricing of the notes, Akamai expects to enter into convertible note hedge transactions and
warrant transactions with one or more of the initial purchasers of the notes and/or their respective affiliates and/or other financial institutions (the “Option Counterparties”). The convertible note hedge transactions will cover,
subject to anti-dilution adjustments substantially similar to those applicable to the notes, the same number of shares of Akamai’s common stock that will initially underlie the notes, including any notes purchased by the initial purchasers
pursuant to their option to purchase additional notes. The convertible note hedge transactions are expected generally to reduce the potential dilution
with respect to Akamai’s common stock upon any conversion of the notes and/or offset any cash payments Akamai is required to make in excess of the principal amount of converted notes, as
the case may be. The warrants will cover, subject to customary anti-dilution adjustments, the same number of shares of Akamai’s common stock. The warrant transactions could separately have a dilutive effect with respect to Akamai’s
common stock to the extent that the market price per share of Akamai’s common stock exceeds the strike price of the warrants, unless Akamai elects, subject to certain conditions, to settle the warrants in cash.
In connection with establishing their initial hedge of the convertible note hedge and warrant transactions, the Option Counterparties and/or their respective
affiliates expect to purchase shares of Akamai’s common stock and/or enter into various derivative transactions with respect to Akamai’s common stock concurrently with or shortly after the pricing of the notes. This activity could
increase (or reduce the size of any decrease in) the market price of Akamai’s common stock or the notes at that time. In addition, the Option Counterparties and/or their respective affiliates may modify their hedge positions by entering into
or unwinding various derivatives with respect to Akamai’s common stock and/or purchasing or selling Akamai’s common stock or other securities of Akamai in secondary market transactions following the pricing of the notes and prior to the
maturity of the notes (and are likely to do so during any observation period related to a conversion of the notes or following any repurchase of the notes by Akamai). This activity could also cause or avoid an increase or a decrease in the market
price of Akamai’s common stock or the notes, which could affect the ability of holders to convert the notes and, to the extent the activity occurs during any observation period related to a conversion of the notes, it could affect the amount
and value of the consideration that holders receive upon conversion of the notes.
This press release is being issued pursuant to Rule 135c under the
Securities Act and shall not constitute an offer to sell nor a solicitation of an offer to buy any of these securities (including the shares of Akamai’s common stock, if any, issuable upon conversion of the notes). Any offer of notes will be
made only by means of a private offering memorandum. The notes and the common stock issuable upon conversion of the notes, if any, have not been and will not be registered under the Securities Act or any state securities laws and may not be offered
or sold in the United States absent registration or an applicable exemption from registration requirements.
# # #
The release contains information about future expectations, plans and prospects of Akamai’s management that constitute forward-looking statements for
purposes of the safe harbor provisions under The Private Securities Litigation Reform Act of 1995, including statements with respect to Akamai’s expectations to complete the proposed offering of the notes, its use of proceeds from the offering
and the effect of the concurrent stock repurchase and the convertible note hedge and warrant transactions. There can be no assurance that Akamai will be able to complete the proposed notes offering on the anticipated terms, or at all. Actual results
may differ materially from those indicated by these forward-looking statements as a result of various important factors including, but not limited to, the terms of the notes and the offering, risks and uncertainties related to whether or not Akamai
will consummate the offering, the impact of general economic, industry, market or political conditions and other factors that are discussed in Akamai’s Annual Report on Form 10-K, quarterly reports on
Form 10-Q, and other documents periodically filed with the SEC.
In addition, the statements in this press release
represent Akamai’s expectations and beliefs as of the date of this press release. Akamai anticipates that subsequent events and developments may cause these expectations and beliefs to change. However, while Akamai may elect to update these
forward-looking statements at some point in the future, it specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing Akamai’s expectations or beliefs as of any date subsequent to
the date of this press release.
About Akamai
Akamai is the cybersecurity and cloud computing company that powers and protects business online. Our market-leading security solutions, superior threat
intelligence and global operations team provide defense in depth to safeguard enterprise data and applications everywhere. Akamai’s full-stack cloud computing solutions deliver performance and affordability on the world’s most
distributed platform. Global enterprises trust Akamai to provide the industry-leading reliability, scale and expertise they need to grow their business with confidence.
Contacts:
Johanna Schmitt
Mark Stoutenberg
Media Relations
Investor Relations
Akamai Technologies
Akamai Technologies
AkamaiPR@akamai.com
mstouten@akamai.com
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May 18, 2026
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Entity File Number
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Entity Tax Identification Number
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City Area Code
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Local phone number for entity.
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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.
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Reference 1: http://www.xbrl.org/2003/role/presentationRef
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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
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Title of a 12(b) registered security.
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Name of the Exchange on which a security is registered.
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-Publisher SEC
-Name Exchange Act
-Number 240
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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.
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Trading symbol of an instrument as listed on an exchange.
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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.
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