LEIGHTON F THOMSON 4
4 · AKAMAI TECHNOLOGIES INC · Filed Feb 20, 2026
Research Summary
AI-generated summary of this filing
Akamai (AKAM) CEO Leighton Thomson Vesting of 36,101 PRSUs; 15,261 Withheld
What Happened
- Akamai CEO Leighton F. Thomson had performance‑based restricted stock units (PRSUs) credited/vested following certification of Akamai’s 2025 results on Feb 19, 2026. A total of 36,101 shares tied to a 2023 PRSU grant vested. To satisfy tax withholding, 15,261 of those shares were surrendered at an indicated price of $109.31 per share, totaling $1,668,180. The remaining vested shares were issued to Mr. Thomson.
- In addition, certification of 2025 results caused partial crediting/earning of additional PRSUs from later grants: 12,520 shares (grant March 4, 2024) and 17,464 shares (grant March 3, 2025). Those earned amounts remain subject to future vesting conditions tied to later-year certifications.
Key Details
- Transaction date: Feb 19, 2026; Form 4 filed Feb 20, 2026 (timely).
- Tax withholding: 15,261 shares withheld at $109.31/share = $1,668,180 (transaction code F).
- Vesting/conversion: 36,101 PRSU shares vested/converted (transaction code M/A); some related PRSU awards credited: 14,396, 12,520 and 17,464 shares (codes A for awards).
- Shares owned after the transaction: not specified in the excerpt of the filing.
- Notable footnotes: F1–F6 explain the PRSU grants (grants in 2023, 2024, 2025), how certification of 2025 results triggered the earned/vested amounts, and that some credited PRSUs will only fully vest upon future certifications. Footnotes also note certain trust holdings and a disclaimer of beneficial ownership for trust‑held shares.
- This was not an open‑market sale; the share disposition was tax withholding (common in equity compensation), not a signal of active selling.
Context
- These transactions are the mechanics of compensation: PRSUs vested on performance certification, shares were issued, and a portion was surrendered to cover taxes. That differs from an insider selling shares in the open market; withheld shares to meet tax obligations are standard and do not necessarily indicate a change in sentiment.
- Transaction codes used: A = award/grant, M = exercise/conversion of derivative (here conversion of PRSUs into stock), F = payment of exercise price/tax withholding.
Insider Transaction Report
Form 4
LEIGHTON F THOMSON
DirectorChief Executive Officer
Transactions
- Exercise/Conversion
Common Stock
[F1]2026-02-19+36,101→ 64,396 total - Tax Payment
Common Stock
2026-02-19$109.31/sh−15,261$1,668,180→ 49,135 total - Award
Performance Restricted Stock Units
[F1]2026-02-19+14,396→ 36,101 total→ Common Stock (14,396 underlying) - Exercise/Conversion
Performance Restricted Stock Units
[F1]2026-02-19−36,101→ 0 total→ Common Stock (36,101 underlying) - Award
Performance Restricted Stock Units
[F5]2026-02-19+12,520→ 19,060 total→ Common Stock (12,520 underlying) - Award
Performance Restricted Stock Units
[F6]2026-02-19+17,464→ 17,464 total→ Common Stock (17,464 underlying)
Holdings
- 2,529,963(indirect: See note)
Common Stock
[F2][F3] - 108,358(indirect: See note)
Common Stock
[F4]
Footnotes (6)
- [F1]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.
- [F2]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.
- [F3]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.
- [F4]Held by the TBL Foundation of which the Reporting Person serves as a trustee.
- [F5]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.
- [F6]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.
Signature
/s/ Thomas M. Lair, as power of attorney|2026-02-20