LEIGHTON F THOMSON 4

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.