Akamai (NASDAQ: AKAM) CEO granted PRSUs and withholds stock for taxes

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(Very High)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Akamai Technologies CEO F. Thomson Leighton reported multiple equity compensation events involving performance restricted stock units (PRSUs) and common stock. On February 19, 2026, 14,396 PRSUs from a March 6, 2023 grant were earned after 2025 financial results were certified, leading to vesting of 36,101 shares of common stock under that award.

Additional PRSUs were earned from later grants: 12,520 PRSUs from a March 4, 2024 grant and 17,464 PRSUs from a March 3, 2025 grant, each tied to achievement of specified financial performance targets. The filing shows 36,101 PRSUs exercised into common stock and 15,261 common shares disposed of to satisfy tax liabilities at a price of $109.31 per share, leaving 49,135 common shares held directly. Indirect holdings include 2,529,963 and 108,358 common shares held through trust and foundation entities for which Leighton serves as trustee.

Insider Trade Summary

36,101 shares exercised/converted

Mixed 8 txns

Insider LEIGHTON F THOMSON

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Grant/Award	Performance Restricted Stock Units	14,396	$0.00	--
Exercise	Performance Restricted Stock Units	36,101	$0.00	--
Grant/Award	Performance Restricted Stock Units	12,520	$0.00	--
Grant/Award	Performance Restricted Stock Units	17,464	$0.00	--
Exercise	Common Stock	36,101	$0.00	--
Tax Withholding	Common Stock	15,261	$109.31	$1.67M
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Performance Restricted Stock Units — 36,101 shares (Direct); Common Stock — 64,396 shares (Direct); Common Stock — 2,529,963 shares (Indirect, See note)

Footnotes (1)

Represents an award of performance restricted stock units ("PRSUs") originally granted to the Reporting Person on March 6, 2023 contingent upon achievement of specified financial performance targets for each of 2023, 2024 and 2025. Each PRSU represents the right to receive one share of Issuer common stock upon vesting. On February 19, 2026, the Issuer's financial results for 2025 were certified, resulting in an additional 14,396 shares being earned and the vesting of a total of 36,101 shares of Issuer common stock subject to such PRSUs. Held by the F. Thomson Leighton and Bonnie B. Leighton Revocable Trust dtd 11/3/99 of which the Reporting Person serves as a trustee. Mr. Leighton disclaims beneficial ownership of shares held by such trust except to the extent of his pecuniary interest therein. Includes 10,481 shares received pursuant to a distribution from the David T. Leighton trust, of which the Reporting Person served as trustee. Such distribution was made in accordance with the exemptions afforded under 16a-9 and 16a-13. Held by the TBL Foundation of which the Reporting Person serves as a trustee. Represents an award of PRSUs originally granted to the Reporting Person on March 4, 2024 contingent upon achievement of specified financial performance targets for each of 2024, 2025 and 2026. Each PRSU represents the right to receive one share of Issuer common stock upon vesting. On February 19, 2026, the Issuer's financial results for 2025 were certified, resulting in an additional 12,520 shares being earned. To the extent the targets for each such year are met, the PRSUs will fully vest on the date on which the Issuer's financial results for 2026 are certified. Represents an award of PRSUs originally granted to the Reporting Person on March 3, 2025 contingent upon achievement of specified financial performance targets for each of 2025, 2026 and 2027. Each PRSU represents the right to receive one share of Issuer common stock upon vesting. On February 19, 2026, the Issuer's financial results for 2025 were certified, resulting in 17,464 shares being earned. To the extent the targets for each such year are met, the PRSUs will fully vest on the date on which the Issuer's financial results for 2027 are certified.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 02/20/2026 - 05:42 PM

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

LEIGHTON F THOMSON

(Last)

(First)

(Middle)

C/O AKAMAI TECHNOLOGIES, INC.

145 BROADWAY

(Street)

CAMBRIDGE

02142

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
AKAMAI TECHNOLOGIES INC [ AKAM ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/19/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/19/2026		M		36,101	A	⁽¹⁾	64,396	D
Common Stock	02/19/2026		F		15,261	D	$109.31	49,135	D
Common Stock								2,529,963	I⁽²⁾⁽³⁾	See note
Common Stock								108,358	I⁽⁴⁾	See note

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Performance Restricted Stock Units	⁽¹⁾	02/19/2026		A		14,396		⁽¹⁾	⁽¹⁾	Common Stock	14,396	$0	36,101	D
Performance Restricted Stock Units	⁽¹⁾	02/19/2026		M			36,101	⁽¹⁾	⁽¹⁾	Common Stock	36,101	$0	0	D
Performance Restricted Stock Units	⁽⁵⁾	02/19/2026		A		12,520		⁽⁵⁾	⁽⁵⁾	Common Stock	12,520	$0	19,060	D
Performance Restricted Stock Units	⁽⁶⁾	02/19/2026		A		17,464		⁽⁶⁾	⁽⁶⁾	Common Stock	17,464	$0	17,464	D

Explanation of Responses:

1. Represents an award of performance restricted stock units ("PRSUs") originally granted to the Reporting Person on March 6, 2023 contingent upon achievement of specified financial performance targets for each of 2023, 2024 and 2025. Each PRSU represents the right to receive one share of Issuer common stock upon vesting. On February 19, 2026, the Issuer's financial results for 2025 were certified, resulting in an additional 14,396 shares being earned and the vesting of a total of 36,101 shares of Issuer common stock subject to such PRSUs.

2. Held by the F. Thomson Leighton and Bonnie B. Leighton Revocable Trust dtd 11/3/99 of which the Reporting Person serves as a trustee. Mr. Leighton disclaims beneficial ownership of shares held by such trust except to the extent of his pecuniary interest therein.

3. Includes 10,481 shares received pursuant to a distribution from the David T. Leighton trust, of which the Reporting Person served as trustee. Such distribution was made in accordance with the exemptions afforded under 16a-9 and 16a-13.

4. Held by the TBL Foundation of which the Reporting Person serves as a trustee.

5. Represents an award of PRSUs originally granted to the Reporting Person on March 4, 2024 contingent upon achievement of specified financial performance targets for each of 2024, 2025 and 2026. Each PRSU represents the right to receive one share of Issuer common stock upon vesting. On February 19, 2026, the Issuer's financial results for 2025 were certified, resulting in an additional 12,520 shares being earned. To the extent the targets for each such year are met, the PRSUs will fully vest on the date on which the Issuer's financial results for 2026 are certified.

6. Represents an award of PRSUs originally granted to the Reporting Person on March 3, 2025 contingent upon achievement of specified financial performance targets for each of 2025, 2026 and 2027. Each PRSU represents the right to receive one share of Issuer common stock upon vesting. On February 19, 2026, the Issuer's financial results for 2025 were certified, resulting in 17,464 shares being earned. To the extent the targets for each such year are met, the PRSUs will fully vest on the date on which the Issuer's financial results for 2027 are certified.

Remarks:

	/s/ Thomas M. Lair, as power of attorney	02/20/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR

FAQ

What equity awards did AKAM CEO F. Thomson Leighton report on this Form 4?

The CEO reported multiple performance restricted stock unit (PRSU) events, including awards from March 2023, March 2024, and March 2025 grants. These PRSUs are tied to multi-year financial performance targets and each unit represents one share of Akamai common stock upon vesting.

How many Akamai PRSUs were earned based on 2025 financial results?

Akamai’s certification of 2025 financial results led to 14,396 PRSUs being earned from a 2023 grant, 12,520 PRSUs from a 2024 grant, and 17,464 PRSUs from a 2025 grant. These earnings reflect achievement of specified financial performance targets for the covered years.

Did the Akamai CEO exercise PRSUs into common stock in this filing?

Yes. The filing shows 36,101 performance restricted stock units exercised or converted into Akamai common stock. This exercise followed certification of 2025 financial results, which triggered vesting of shares subject to the 2023 PRSU award originally granted to the CEO.

Were any Akamai shares disposed of to cover tax obligations?

Yes. The Form 4 reports a disposition of 15,261 shares of Akamai common stock coded “F,” indicating shares were delivered to satisfy tax liabilities. The transaction price was $109.31 per share, and it reflects tax withholding rather than an open-market sale.

What are the Akamai CEO’s direct common stock holdings after these transactions?

Following the reported transactions, F. Thomson Leighton directly holds 49,135 shares of Akamai common stock. This figure reflects shares acquired through PRSU conversion and shares disposed of for tax withholding purposes, as detailed in the non-derivative portion of the Form 4 table.

What indirect Akamai shareholdings are associated with trusts and foundations?

Indirect holdings include 2,529,963 Akamai shares held by the F. Thomson Leighton and Bonnie B. Leighton Revocable Trust, where he is a trustee, and 108,358 shares held by the TBL Foundation. The filing notes he disclaims beneficial ownership of some trust shares except for his pecuniary interest.