Akamai (NASDAQ: AKAM) CFO details PRSU vesting and tax share withholding

Filing Impact

(Very High)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Akamai Technologies’ Chief Financial Officer Edward J. McGowan reported multiple equity-compensation events tied to performance restricted stock units (PRSUs). On February 19, 2026, certification of the company’s 2025 financial results caused 13,923 PRSUs granted in 2023 to vest into 13,923 shares of common stock.

The filing also shows additional PRSUs being earned from multi‑year awards: 5,553 PRSUs from the 2023 grant, 4,089 PRSUs from a 2024 grant, and 6,353 PRSUs from a 2025 grant, each based on 2025 performance targets. These later grants remain subject to future performance for 2026 and 2027 before full vesting.

Upon conversion of 13,923 PRSUs into common stock, 4,830 shares of common stock were withheld at a price of $109.31 per share to satisfy tax obligations, leaving McGowan with 25,535 shares of common stock held directly, plus a small indirect 401(k) position.

Insider Trade Summary

13,923 shares exercised/converted

Mixed 7 txns

Insider McGowan Edward J

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Grant/Award	Performance Restricted Stock Units	5,553	$0.00	--
Exercise	Performance Restricted Stock Units	13,923	$0.00	--
Grant/Award	Performance Restricted Stock Units	4,089	$0.00	--
Grant/Award	Performance Restricted Stock Units	6,353	$0.00	--
Exercise	Common Stock	13,923	$0.00	--
Tax Withholding	Common Stock	4,830	$109.31	$528K
holding	Common Stock	--	--	--

Holdings After Transaction: Performance Restricted Stock Units — 13,923 shares (Direct); Common Stock — 30,365 shares (Direct); Common Stock — 113.339 shares (Indirect, By 401(k) Plan)

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 5,553 shares being earned and the vesting of a total of 13,923 shares of Issuer common stock subject to such PRSUs. Total shares beneficially owned includes 9,190 shares of which the Reporting Person has elected to defer receipt pursuant to the Akamai Technologies, Inc. Amended and Restated U.S. Non-Qualified Deferred Compensation Plan. As of February 19, 2026. 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 4,089 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 6,353 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 →

02/20/2026 - 05:52 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^*

McGowan Edward J

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Financial 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		13,923	A	⁽¹⁾	30,365⁽²⁾	D
Common Stock	02/19/2026		F		4,830	D	$109.31	25,535⁽²⁾	D
Common Stock								113.339⁽³⁾	I	By 401(k) Plan

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		5,553		⁽¹⁾	⁽¹⁾	Common Stock	5,553	$0	13,923	D
Performance Restricted Stock Units	⁽¹⁾	02/19/2026		M			13,923	⁽¹⁾	⁽¹⁾	Common Stock	13,923	$0	0	D
Performance Restricted Stock Units	⁽⁴⁾	02/19/2026		A		4,089		⁽⁴⁾	⁽⁴⁾	Common Stock	4,089	$0	6,225	D
Performance Restricted Stock Units	⁽⁵⁾	02/19/2026		A		6,353		⁽⁵⁾	⁽⁵⁾	Common Stock	6,353	$0	6,353	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 5,553 shares being earned and the vesting of a total of 13,923 shares of Issuer common stock subject to such PRSUs.

2. Total shares beneficially owned includes 9,190 shares of which the Reporting Person has elected to defer receipt pursuant to the Akamai Technologies, Inc. Amended and Restated U.S. Non-Qualified Deferred Compensation Plan.

3. As of February 19, 2026.

4. 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 4,089 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.

5. 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 6,353 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 did Akamai (AKAM) CFO Edward McGowan report in this Form 4?

Edward McGowan reported performance stock units vesting and related share movements. 13,923 PRSUs vested into common stock after 2025 results were certified, and additional PRSUs were earned from 2024 and 2025 grants, along with shares withheld to cover tax obligations.

How many Akamai PRSUs vested for the CFO based on 2025 performance?

Akamai certified 2025 results, causing 13,923 performance restricted stock units from a 2023 grant to vest. Each PRSU converts into one share of common stock, so the vesting yielded 13,923 shares, reflecting achievement of specified multi‑year financial performance targets through 2025.

Were additional Akamai PRSUs earned from later grants in this filing?

Yes. McGowan earned 4,089 PRSUs from a 2024 grant and 6,353 PRSUs from a 2025 grant, both tied to 2025 financial targets. These awards are scheduled to fully vest only if performance targets for 2026 and 2027 are also achieved as described.

Did the Akamai CFO sell common shares on the open market in this Form 4?

The filing shows 4,830 common shares used to satisfy tax obligations at $109.31 per share, coded as a tax‑withholding disposition. This reflects shares withheld in connection with vesting, rather than a discretionary open‑market sale by the executive.

How many Akamai common shares does the CFO hold after these transactions?

After the reported vesting, conversion, and tax‑withholding events, McGowan directly holds 25,535 shares of Akamai common stock. The filing also notes a small additional indirect holding through a 401(k) plan, reflecting deferred retirement savings invested in company stock.

What future conditions affect the remaining Akamai PRSU awards to the CFO?

The remaining PRSUs from the 2024 and 2025 grants will fully vest only if specified financial performance targets are met for 2026 and 2027. Vesting occurs when Akamai’s financial results for the final performance year in each award are formally certified.