02/20/2026 | Press release | Distributed by Public on 02/20/2026 16:53
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
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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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| 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 | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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McGowan Edward J C/O AKAMAI TECHNOLOGIES, INC. 145 BROADWAY CAMBRIDGE, MA 02142 |
Chief Financial Officer | |||
| /s/ Thomas M. Lair, as power of attorney | 02/20/2026 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (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. |