10-K – 2026-02-20 – akam-20251231.htm

The Company enters into long-term agreements with network and internet service providers for bandwidth, as well as executes purchase orders for the purchase of goods or services in the ordinary course of business, which may contain minimum commitments. These minimum commitments may vary from period to period depending on the timing and length of contract renewals with vendors, and on the Company's plans for network expansion, including expansion plans related to the Company's compute business. Minimum commitments are not recorded as liabilities on the consolidated balance sheet until the Company has received the related good or service.

Legal Matters

The Company is party to various litigation matters that management considers routine and incidental to its business. Management does not expect the results of any of these routine actions to have a material effect on the Company’s business, results of operations, financial condition or cash flows.

Indemnification

The Company enters into standard indemnification agreements in the ordinary course of business. Pursuant to these agreements, the Company agrees to indemnify, hold harmless and reimburse the indemnified party for losses suffered or incurred by the indemnified party, generally the Company's business partners, vendors or customers, in connection with its provision of its services. Generally, these obligations are limited to claims relating to infringement of a patent, copyright or other intellectual property right or the Company’s negligence, willful misconduct or violation of law. Subject to applicable statutes of limitation, the term of each of these indemnification agreements is generally perpetual from the time of execution of the agreement. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is unlimited; however, the Company carries insurance that covers certain third-party claims relating to its services and activities and that could limit the Company’s exposure in that respect.

The Company has agreed to indemnify each of its officers and directors, or employees who serve as officers or directors of its subsidiaries at management's request, during his or her lifetime for certain events or occurrences that happen by reason of the

81

Table of Contents

fact that the officer or director is or was or has agreed to serve as an officer or director of the Company. The Company has director and officer insurance policies that may limit its exposure and may enable the Company to recover a portion of certain future amounts paid.

To date, the Company has not encountered material costs as a result of such indemnification obligations and has not accrued any related liabilities in its consolidated financial statements. In assessing whether to establish an accrual, the Company considers such factors as the degree of probability of an unfavorable outcome and the ability to make a reasonable estimate of the amount of loss.

14. Stockholders’ Equity

Stock Repurchase Program

In October 2021, the board of directors authorized a $ 1.8  billion share repurchase program, effective January 2022 through December 2024. In May 2024, the board of directors authorized a new $ 2.0  billion share repurchase program, effective May 2024 through June 2027. The Company's goals for the share repurchase programs are to offset the dilution created by its employee equity compensation programs over time and provide the flexibility to return capital to stockholders as business and market conditions warrant, while still preserving its ability to pursue other strategic opportunities.

The following summarizes the share repurchase activity pursuant to the share repurchase programs described above (in thousands):

2025 2024 2023
Repurchases of common stock
$ 799,963   $ 557,468   $ 654,046  
Number of shares repurchased 10,029   5,623   7,802  

As of December 31, 2025, the Company had $ 1.2 billion available for future purchases of shares under the current repurchase program.

The board of directors authorized the retirement of 10.3 million shares and 7.8 million shares of its treasury stock at December 31, 2025 and December 31, 2023, respectively, and no shares at December 31, 2024. The retired shares were returned to the number of authorized but unissued shares of the Company's common stock, and the retirement was recorded to additional paid-in capital.

15. Accumulated Other Comprehensive Loss

Changes in accumulated other comprehensive loss, net of tax, which is reported as a component of stockholders' equity, for the years ended December 31, 2025 and 2024 were as follows (in thousands):

Foreign Currency Translation Net Unrealized Gains (Losses) on Investments
Total
Balance as of January 1, 2024 $ ( 98,035 ) $ 2,705   $ ( 95,330 )
Other comprehensive loss
( 59,064 ) ( 1,599 ) ( 60,663 )
Balance as of December 31, 2024 ( 157,099 ) 1,106   ( 155,993 )
Other comprehensive income
59,563   1,674   61,237  
Balance as of December 31, 2025 $ ( 97,536 ) $ 2,780   $ ( 94,756 )

Amounts reclassified from accumulated other comprehensive loss to net income were insignificant for the years ended December 31, 2025 and 2024.

82

Table of Contents

16. Revenue from Contracts with Customers

The Company sells its services through a sales force located both domestically and internationally. Revenue derived from operations outside of the U.S. is determined based on the country in which the sale originated. Other than the U.S., no single country accounted for 10% or more of the Company’s total revenue for any reported period. Revenue by geography included in the Company’s consolidated statements of income for the years ended December 31, 2025, 2024 and 2023 was as follows (in thousands):

2025 2024 2023
U.S. $ 2,139,173   $ 2,075,533   $ 1,968,779  
International 2,069,002   1,915,635   1,843,141  
Total revenue $ 4,208,175   $ 3,991,168   $ 3,811,920  

The Company reports its revenue in three solution categories: security, delivery and cloud computing. Security includes solutions that are designed to protect business online by keeping infrastructure, websites, applications, APIs, networks and users safe. Delivery includes solutions that are designed to enable business online, including media delivery and web and mobile performance. Cloud computing is comprised of Cloud Infrastructure Services, which includes compute and storage solutions, EdgeWorkers product and the partner solutions running on the Company's compute platform, and other cloud applications. Revenue by solution category included in the Company’s consolidated statements of income for the years ended December 31, 2025, 2024 and 2023 was as follows (in thousands):

2025 2024 2023
Security $ 2,243,404   $ 2,042,661   $ 1,765,267  
Delivery 1,256,721   1,318,131   1,542,434  
Cloud computing 708,050   630,376   504,219  
Total revenue $ 4,208,175   $ 3,991,168   $ 3,811,920  

Revenue for Cloud Infrastructure Services for the years ended December 31, 2025, 2024 and 2023 were $ 313.9 million, $ 230.0 million, and $ 174.4 million, respectively.

Most security, delivery and cloud computing services represent stand-ready obligations that are satisfied over time as the customer simultaneously receives and consumes the services provided by the Company. Accordingly, the majority of the Company's revenue is recognized over time, generally ratably over the term of the arrangement due to consistent monthly usage commitments that expire each period. Any usage over a given commitment is recognized in the period in which the units are served. A small percentage of the Company's contracts are satisfied at a point in time, such as one-time professional services contracts, integration services and most license sales where the primary obligation is delivery of the license at the start of the term. In these cases, revenue is recognized at a point in time of delivery or satisfaction of the performance obligation.

During the years ended December 31, 2025, 2024 and 2023, the Company recognized $ 147.2  million, $ 109.1  million and $ 105.9 million of revenue that was included in deferred revenue as of December 31, 2024, 2023 and 2022, respectively.

As of December 31, 2025, the aggregate amount of remaining performance obligations from contracts with customers was $ 5.2  billion. The Company expects to recognize approximately 55 % of its remaining performance obligations as revenue over the next 12 months and approximately 40 % over the next two to three years , with the remaining thereafter. Remaining performance obligations represent the amount of the transaction price under contracts with customers that are attributable to performance obligations that are unsatisfied or partially satisfied at the reporting date. This consists of future committed revenue for monthly, quarterly or annual periods within current contracts with customers, as well as deferred revenue arising from consideration invoiced in prior periods for which the related performance obligations have not been satisfied. It excludes estimates of variable consideration such as usage-based contracts with no committed contract as well as anticipated renewed contracts. Revenue recognized during the years ended December 31, 2025, 2024 and 2023, related to performance obligations satisfied in previous periods was not material.

83

Table of Contents

17. Employee Benefit Plans

Defined Contribution Plans

The Company has a savings plan for its U.S. employees that is designed to be qualified under Section 401(k) of the Internal Revenue Code. Eligible employees are permitted to contribute to this plan through payroll deductions within statutory and plan limits. During 2025, the Company's matching program related to this plan was redesigned to be settled in shares of the Company's common stock instead of cash and the percentage match was increased. The Company contributed $ 28.2 million of the Company's common stock to the savings plan for the year ended December 31, 2025 under the matching program. The Company contributed $ 19.1 million and $ 19.7 million of cash to the savings plan for the years ended December 31, 2024 and 2023, respectively, under a matching program.

The Company also maintains defined contribution benefit plans covering eligible foreign employees. The expense for these plans was not material in any period presented.

Deferred Compensation Plan

The Company offers certain eligible employees the ability to participate in a non-qualified deferred compensation plan, under which certain executives may elect to defer a portion of their compensation. Deferrals of cash compensation are invested by the Company in restricted mutual funds that mirror hypothetical investments elected by the plan participants and deferrals of stock awards remain in the Company’s common stock. As of December 31, 2025 and 2024, the total cash obligation under the deferred compensation plan was $ 29.0 million and $ 26.6 million, respectively. As of December 31, 2025, the Company has deferred the issuance of 23,145 shares of common stock in connection with the deferred compensation plan.

18. Stock-Based Compensation

Equity Plans

In May 2013, the Company's stockholders approved the Akamai Technologies, Inc. 2013 Stock Incentive Plan, which was amended with Company shareholder approval in each of 2015, 2017, 2019, 2021, 2022, 2023, 2024 and 2025 (as amended and restated, the "2013 Plan"). The 2013 Plan allows for the issuance of incentive stock options, non-statutory stock options, stock appreciation rights, restricted stock, restricted stock units, other stock-based awards and cash-based awards for up to 46.8 million shares of common stock, subject to certain adjustments, to employees, officers, directors, consultants and advisers of the Company. As of December 31, 2025, the Company had reserved 9.3 million shares of common stock available for future issuance of equity awards under the 2013 Plan.

The Company has assumed certain stock incentive plans and the outstanding stock incentives of companies that it has acquired (“Assumed Plans”). Stock awards outstanding as of the date of acquisition under the Assumed Plans were exchanged for the Company’s stock awards and adjusted to reflect the appropriate conversion ratio as specified by the applicable acquisition agreement, but are otherwise administered in accordance with the terms of the Assumed Plans. Stock awards under the Assumed Plans generally vest over three years to four years , and outstanding stock options under the Assumed Plans expire ten years from the date of grant.

Additionally, the Company has the 1999 ESPP that permits eligible employees to purchase up to 1.5 million shares each June 1 and December 1, provided that the aggregate number of shares issued shall not exceed 20.0 million. The 1999 ESPP allows participants to purchase shares of common stock at a 15 % discount from the fair market value of the stock as determined on specific dates at six-month intervals. As of December 31, 2025, the Company had reserved 0.6 million shares of common stock available for future purchases under the 1999 ESPP.

84

Table of Contents

Stock-Based Compensation Expense

Components of total stock-based compensation expense included in the Company’s consolidated statements of income for the years ended December 31, 2025, 2024 and 2023 were as follows (in thousands):
 

2025 2024 2023
Cost of revenue $ 77,176   $ 61,177   $ 43,802  
Research and development 169,404   152,114   123,896  
Sales and marketing 90,198   77,593   66,453  
General and administrative 122,624   102,494   94,316  
Total stock-based compensation 459,402   393,378   328,467  
Provision for income taxes ( 80,946 ) ( 96,607 ) ( 59,359 )
Total stock-based compensation, net of taxes $ 378,456   $ 296,771   $ 269,108  

In addition to the amounts of stock-based compensation reported in the table above, the Company’s consolidated statements of income for the years ended December 31, 2025, 2024 and 2023 also include stock-based compensation reflected as a component of amortization primarily consisting of capitalized internal-use software; the additional stock-based compensation was $ 50.4 million, $ 42.5 million and $ 32.5 million, respectively, before taxes.

As of December 31, 2025, total pre-tax unrecognized compensation cost for stock awards was $ 497.6 million. The expense is expected to be recognized through 2029 over a weighted average period of 1.5 years.

Employee Stock Purchase Plan

The following summarizes the activity under the 1999 ESPP (in thousands, except per share amounts):

2025 2024 2023
Shares issued 966   788   797  
Weighted average purchase price per share
$ 64.54   $ 77.60   $ 78.29  
Issuance of common stock
$ 62,322   $ 61,131   $ 62,365  

As of December 31, 2025, $ 7.0 million had been withheld from employees for future purchases under the 1999 ESPP.

The Company uses the Black-Scholes option pricing model to determine the fair value of the stock awards issued under the Company’s 1999 ESPP. This model requires the input of subjective assumptions, including expected stock price volatility and the estimated term of each award. The estimated fair value of the stock awards issued under the Company's 1999 ESPP, less expected forfeitures, is amortized over the stock awards' six-month contribution period on a straight-line basis. Expected volatilities are based on the Company’s historical stock price volatility. The risk-free interest rate for periods commensurate with the expected term of the stock award is based on the U.S. Treasury yield rate in effect at the time of grant. The expected dividend yield is zero , as the Company currently does not pay a dividend and does not anticipate doing so in the future.

The grant-date fair values of awards granted under the 1999 ESPP during the years ended December 31, 2025, 2024 and 2023 were estimated using the Black-Scholes option pricing model with the following weighted-average assumptions:
 

2025 2024 2023
Expected term (in years) 0.5 0.5 0.5
Risk-free interest rate 4.3   % 5.2   % 5.2   %
Expected volatility 38.3   % 24.4   % 29.1   %
Dividend yield —   % —   % —   %

For the years ended December 31, 2025, 2024 and 2023, the weighted average fair value of awards granted under the 1999 ESPP was $ 22.00 per share, $ 22.63 per share and $ 23.12 per share, respectively.

85

Table of Contents

Restricted Stock Units, Restricted Stock and Deferred Stock Units

Restricted stock units ("RSUs") represent the right to receive one share of the Company’s common stock upon vesting, while restricted stock is a grant of one share of the Company's common stock subject to vesting conditions. These awards are granted at the discretion of the board of directors, a committee thereof or, subject to defined limitations, the Chief Executive Officer of the Company, acting as a committee of one director, to whom such authority has been delegated. The Company has issued service-based RSUs and restricted stock that vest based on the passage of time assuming continued service with the Company, market-based RSUs that vest based upon total shareholder return ("TSR") measured against the benchmark TSR of a peer group and performance-based RSUs that vest only upon the achievement of defined internal performance metrics tied primarily to defined financial metrics.

In addition to granting RSUs and restricted stock to its employees, the Company has granted deferred stock units ("DSUs") to non-employee members of its board of directors. These DSUs are granted at the discretion of the board of directors, subject to defined limitations. Each DSU represents the right to receive one share of the Company’s common stock upon vesting. The holder may elect to defer receipt of the vested shares of stock represented by the DSU for a period of at least one year but not more than ten years from the grant date. DSUs vest 100 % on the first anniversary of the grant date. If a director has completed one year of service, vesting of 100 % of the DSUs held by such director will accelerate at the time of his or her departure from the board.

The RSUs, restricted stock and DSUs granted by the Company during the year ended December 31, 2025 were as follows (in thousands):
 

December 31, 2025
Service-based (1)
6,499  
Market-based
249  
Performance-based
135  
Total 6,883  

(1) Includes DSU grants of 36,948 shares

For service-based RSUs, restricted stock and DSUs, the fair value is calculated based upon the Company’s closing stock price on the date of grant, and the stock-based compensation expense is being recognized over the vesting period. The majority of these awards vest over a three - or four-year period following the grant date, with some programs vesting over less time.

For market-based RSUs, the Company uses the Monte Carlo simulation model to determine the fair value. This model requires the input of assumptions, including the estimated term of each award, the risk-free interest rate, historical stock price volatility of the Company's shares and historical stock price volatility of peer-company shares. The grant-date fair values of the TSR-based RSUs granted during the years ended December 31, 2025, 2024 and 2023 were estimated using a Monte Carlo simulation model with the following assumptions:

  2025 2024 2023
Expected term (in years) 3.0 3.0 3.0
Risk-free interest rate 3.9   % 4.3   % 4.5   %
Akamai historical share price volatility 31.5   % 25.6   % 28.8   %
Average volatility of peer-company share price 30.2   % 30.6   % 33.6   %

For performance-based RSUs, management measures compensation expense based upon a review of the Company’s expected achievement against specified financial performance targets. Such compensation cost is being recognized using a graded-vesting method for each series of grants of performance-based RSUs, to the extent management has deemed that such awards are probable of vesting based upon the expected achievement against the specified targets. Each reporting period, management reviews the Company’s expected performance and adjusts the compensation cost, if needed, at such time.

86

Table of Contents

RSU, restricted stock and DSU activity for the year ended December 31, 2025 was as follows:
 

Units
(in thousands) Weighted Average Grant Date Fair Value
Outstanding at January 1, 2025 7,710   $ 100.04  
Granted 6,883   81.43  
Vested (1)
( 4,932 ) 98.22  
Forfeited ( 691 ) 99.04  
Outstanding at December 31, 2025 8,970   $ 86.81  

(1) Includes DS Us of 20,900 shar es which have vested and been distributed. Excludes DSUs which have vested, but have not yet been distributed.

The pre-tax intrinsic value and fair value of RSUs, restricted stock and DSUs were as follows (in thousands, except per share amounts):

2025 2024 2023
Pre-tax intrinsic value of awards vested
$ 479,587   $ 429,491   $ 254,686  
Fair value of awards vested
$ 484,411   $ 433,026   $ 259,919  
Weighted average fair value of awards granted, per share (1)
$ 81.43   $ 108.09   $ 74.89  

(1) The grant-date fair value is calculated based upon the Company’s closing stock price on the date of grant.

As of December 31, 2025, outstanding and unvested RSUs, restricted stock and DSUs had an aggregate intrinsic valu e of $ 782.6 million and a weighted average remaining vesting period of approximately 1.5 years . These awards are expected to vest on various dates through 2029.

As of December 31, 2025 and 2024, the Company had liability-classified awards outstanding of $ 18.0 million and $ 10.0 million, respectively. The liability-classified awards outstanding at December 31, 2025 are expected to vest and be re-classified to equity in 2026. The liability-classified awards outstanding at December 31, 2024 vested and were re-classified to equity in 2025.

19. Income Taxes

The components of income before provision for income taxes were as follows for the years ended December 31, 2025, 2024 and 2023 (in thousands):
 

2025 2024 2023
U.S. $ 26,232   $ 54,465   $ 20,146  
Foreign 576,173   532,548   632,381  
Income before provision for income taxes $ 602,405   $ 587,013   $ 652,527  

87

Table of Contents

The provision for income taxes consisted of the following for the years ended December 31, 2025, 2024 and 2023 (in thousands):
 

2025 2024 2023
Current tax provision (benefit):

Federal $ 13,625   $ 23,870   $ 23,406  
State ( 3,637 ) 6,998   6,731  
Foreign 113,733   121,495   99,223  
Deferred tax provision (benefit):

Federal 9,791   ( 43,695 ) ( 18,213 )
State 9,048   ( 17,313 ) ( 3,759 )
Foreign 7,814   ( 9,260 ) ( 1,015 )
Total $ 150,374   $ 82,095   $ 106,373  

In July 2025, the One Big Beautiful Bill Act ("OBBBA") was enacted into law. The OBBBA includes significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions. The legislation has multiple effective dates, with certain provisions effective in 2025 and others to be implemented through 2027. The OBBBA did not have a material impact on the Company's consolidated financial statements for the year ended December 31, 2025.

88

Table of Contents

The Company’s effective tax rate differed from the U.S. federal statutory tax rate as follows for the years ended December 31, 2025, 2024 and 2023 (in thousands):
 

2025 2024 2023
Income before provision for income taxes $ 602,405   $ 587,013   $ 652,527  
U.S. federal statutory tax rate 126,505   21.0   % 123,273   21.0   % 137,031   21.0   %
U.S. tax effects

 State and local income taxes, net of federal effect (1)
8,027   1.3   ( 14,231 ) ( 2.4 ) ( 731 ) ( 0.1 )
Federal
Effect of cross-border tax laws
Foreign-derived intangible income
( 5,168 ) ( 0.9 ) ( 9,655 ) ( 1.6 ) ( 7,547 ) ( 1.2 )
Other ( 32 ) —   3,730   0.6   ( 1,530 ) ( 0.2 )
Tax credits
Research and development credit ( 17,084 ) ( 2.8 ) ( 27,194 ) ( 4.6 ) ( 18,296 ) ( 2.8 )
Other credits ( 732 ) ( 0.1 ) 345   —   ( 922 ) ( 0.1 )
Non-taxable or non-deductible items
Stock-based compensation 13,589   2.2   ( 16,723 ) ( 2.8 ) 6,214   0.9  
Officers' compensation 8,588   1.4   6,401   1.1   6,647   1.0  
Transfer pricing 14,974   2.5   11,417   1.9   6,722   1.0  
Other ( 744 ) ( 0.1 ) 1,137   0.2   419   0.1  
Other adjustments
Intercompany sale of intellectual property —   —   ( 20,640 ) ( 3.5 ) 5,740   0.9  
Other ( 284 ) —   4,388   0.7   6,008   0.9  
Foreign tax effects
Israel
Stock-based compensation 3,354   0.5   8,268   1.4   5,803   0.9  
Intercompany sale of intellectual property —   —   14,174   2.4   —   —  
Other ( 216 ) —   8,530   1.5   ( 473 ) ( 0.1 )
Switzerland
State and local income taxes 19,148   3.2   2,710   0.5   9,495   1.5  
Statutory tax rate difference between Switzerland and U.S.
( 57,418 ) ( 9.5 ) ( 44,276 ) ( 7.5 ) ( 62,660 ) ( 9.6 )
Intercompany sale of intellectual property —   —   ( 14,093 ) ( 2.4 ) ( 3,993 ) ( 0.6 )
Withholding tax 6,276   1.0   11,480   2.0   681   0.1  
Other 4,704   0.8   1,409   0.2   2,277   0.3  
Other foreign jurisdictions 13,617   2.3   21,388   3.6   14,718   2.3  
Changes in unrecognized tax benefits 13,270   2.2   10,257   1.7   770   0.1  
Total $ 150,374   25.0   % $ 82,095   14.0   % $ 106,373   16.3   %

(1) The majority of the tax effects within this category represent taxes in New Jersey and Massachusetts for the year ended December 31, 2025; Massachusetts and California for the year ended December 31, 2024; and California, New Jersey, Massachusetts and New York City for the year ended December 31, 2023.

89

Table of Contents

The components of the net deferred tax assets and liabilities and the related valuation allowance as of December 31, 2025 and 2024 were as follows (in thousands):
 

2025 2024

Deferred revenue 20,154   20,598  
Acquired intangible assets
4,955   23,731  
Operating lease liabilities 196,643   108,429  
Stock-based compensation 55,249   48,486  
NOLs 31,401   21,769  
Capitalized interest expense
26,933   8,045  
Tax credit carryforwards 109,687   101,508  
Capitalized research and development costs 246,457   188,470  
Convertible senior notes interest 193,401   82,881  
Depreciation and amortization 9,107   43,601  
Other 28,748   33,830  
Deferred tax assets 922,735   681,348  

Operating lease right-of-use assets ( 184,876 ) ( 96,683 )
Deferred commissions ( 31,328 ) ( 25,477 )
Capitalized internal-use software development costs ( 70,348 ) ( 50,390 )
Deferred tax liabilities ( 286,552 ) ( 172,550 )
Valuation allowance ( 44,496 ) ( 41,615 )
Net deferred tax assets $ 591,687   $ 467,183  

A summary of activity in the valuation allowance on deferred tax assets for the years ended December 31, 2025, 2024 and 2023 is as follows (in thousands):

2025 2024 2023
Beginning balance $ 41,615   $ 45,704   $ 41,250  
Charges to income tax expense 3,330   3,469   4,814  
Release of valuation allowance ( 449 ) ( 7,558 ) ( 360 )
Ending balance $ 44,496   $ 41,615   $ 45,704  

Valuation allowances will be recognized on deferred tax assets if it is more-likely-than-not that some or all of the deferred tax assets will not be utilized. In measuring deferred tax assets, the Company considers all available evidence, both positive and negative, to determine whether a valuation allowance is needed. As of December 31, 2025, the Company recorded a $ 44.5 million valuation allowance against deferred tax assets related to state tax credits, foreign tax deductions and foreign NOLs in which it is more-likely-than-not that such attributes will expire prior to utilization.

The Company's NOL and tax credit carryforwards in U.S. federal, state and foreign jurisdictions as of December 31, 2025 were as follows (in thousands, except years):

2025 Expirations at Various Dates Through:
NOL carryforwards:
Federal $ 62,500   2035
State $ 65,200   2046
Foreign $ 61,600   2039
Federal and state research and development tax credit and other credit carryforwards $ 143,300   2045

A portion of the Company's U.S. federal, state and foreign NOL carryforwards relate to acquisitions completed between 2012 and 2025.

90

Table of Contents

As of December 31, 2025, no provision for U.S. federal, state and foreign income taxes or withholding taxes has been provided for any undistributed foreign earnings or any additional basis differences inherent in the Company's international subsidiaries, as these amounts continue to be indefinitely reinvested. Determination of the amount of the unrecognized deferred tax liability on outside basis differences is not practicable because of the complexity of laws and regulations, the varying tax treatment of alternative repatriation scenarios and the variation due to multiple potential assumptions relating to the timing of any future repatriation.

The changes in the Company’s unrecognized tax benefits for the years ended December 31, 2025, 2024 and 2023 were as follows (in thousands):

2025 2024 2023
Balance at beginning of year $ 79,921   $ 68,658   $ 67,958  
Gross increases – tax positions of prior periods 7,322   11,150   2,074  
Gross increases – current period tax positions 2,801   4,223   4,091  
Gross decreases – tax positions of prior periods ( 3,839 ) ( 1,445 ) ( 3,685 )
Gross decreases – lapse of applicable statute of limitations ( 593 ) ( 2,665 ) ( 1,780 )
Balance at end of year $ 85,612   $ 79,921   $ 68,658  

As of December 31, 2025 and 2024, the Company had total accrued interest and penalties for unrecognized tax benefits of $ 25.8 million and $ 16.3 million, respectively. Interest and penalties related to unrecognized tax benefits are recorded in the provision for income taxes and were $ 8.5 million, $ 7.5  million and $ 2.4  million for the years ended December 31, 2025, 2024 and 2023, respectively. As of December 31, 2025, the amount of unrecognized tax benefits that, if recognized, would impact the effective income tax rate is $ 57.7 million.

Certain U.S. federal, state and foreign income tax returns from 2015 through 2024 are currently under audit. The Company has reserved for those positions that are not more-likely-than-not to be sustained.

Cash paid for income taxes, net of refunds, for the years ended December 31, 2025, 2024 and 2023 were as follows (in thousands):

2025 2024 2023
Federal $ 8,379   $ 8,502   $ 14,989  
State ( 324 ) 4,465   2,348  
Foreign
Brazil * 8,742   8,342  
India 10,342   17,531   11,909  
Israel 32,557   14,162   10,278  
Switzerland 40,267   45,623   60,176  
United Kingdom 9,870   8,240   *
Other foreign jurisdictions
42,455   29,057   26,436  
Total foreign 135,491   123,355   117,141  
Cash paid for income taxes, net of refunds
$ 143,546   $ 136,322   $ 134,478  

* Jurisdiction below the threshold for the period presented

20. Net Income per Share

Basic net income per share is computed using the weighted average number of common shares outstanding during the applicable period. Diluted net income per share is computed using the weighted average number of common shares outstanding during the period, plus the dilutive effect of potential common stock. Potential common stock consists of shares issuable pursuant to stock awards, convertible senior notes and warrants issued by the Company. The dilutive effect of outstanding stock awards is reflected in diluted earnings per share by application of the treasury stock method and the dilutive effect of the convertible securities is reflected in diluted earnings per share by application of the if-converted method.

91

Table of Contents

The components used in the computation of basic and diluted net income per share for the years ended December 31, 2025, 2024 and 2023 were as follows (in thousands, except per share data):
 

2025 2024 2023
Numerator:
Net income $ 452,031   $ 504,918   $ 547,629  
Denominator:
Shares used for basic net income per share 145,402   151,392   152,510  
Effect of dilutive securities:
Stock awards 1,621   2,210   2,312  
Convertible senior notes —   744   575  
Warrants related to issuance of convertible senior notes —   —   —  
Shares used for diluted net income per share 147,023   154,346   155,397  
Basic net income per share $ 3.11   $ 3.34   $ 3.59  
Diluted net income per share $ 3.07   $ 3.27   $ 3.52  

For the years ended December 31, 2025, 2024 and 2023, certain potential outstanding shares from service-based stock awards and warrants were excluded from the computation of diluted net income per share because the effect of including these items was anti-dilutive. Additionally, certain market- and performance-based stock awards were excluded from the computation of diluted net income per share because the underlying market and performance conditions for such stock awards had not been met as of these dates. The number of potentially outstanding shares excluded from the computation of diluted net income per share for the years ended December 31, 2025, 2024 and 2023 were as follows (in thousands):

2025 2024 2023

Service-based stock awards 3,532   2,171   2,947  
Market- and performance-based stock awards 1,583   1,316   1,371  

Warrants related to issuance of convertible senior notes 40,776   32,006   26,998  
Total shares excluded from computation 45,891   35,493   31,316  

21. Segment and Geographic Information

The Company’s chief operating decision-maker ("CODM") is the chief executive officer and the executive management team. As of December 31, 2025, the Company is currently organized and operates as one operating and reportable segment. The Company is not organized by market and is managed and operated as one business. A single management team that reports to the chief executive officer comprehensively manages the entire business. The Company does not operate any material separate lines of business or separate business entities with respect to its services. Accordingly, the Company does not accumulate discrete financial information with respect to separate entities. The CODM assesses performance and makes decisions on optimizing the allocation of resources across functions and strategic investments using consolidated net income. Segment assets represent total assets as reported on the consolidated balance sheets.

92

Table of Contents

Information regarding the Company's one operating segment for the years ended December 31, 2025, 2024 and 2023 was as follows (in thousands):

2025 2024 2023
Revenue $ 4,208,175   $ 3,991,168   $ 3,811,920  
Less:
Co-location costs
349,191   308,314   256,062  
Bandwidth fees 192,875   233,100   228,038  
Network build-out and supporting services 236,644   193,607   215,557  
Payroll and related costs 1,565,108   1,511,272   1,408,866  
Capitalized salaries and related costs ( 322,703 ) ( 302,830 ) ( 261,728 )
Facilities-related costs 86,081   86,671   90,061  
Software and related service costs
85,483   71,687   69,970  
Other segment items (1)
219,241   211,205   198,525  
Depreciation and amortization 708,611   648,410   570,776  
Stock-based compensation 459,402   393,378   328,467  
Restructuring charge
58,051   95,441   56,643  
Acquisition-related costs 3,247   7,502   13,345  
Interest and marketable securities income, net ( 70,808 ) ( 100,280 ) ( 45,194 )
Interest expense 30,759   27,117   17,709  
Other expense, net 4,588   19,561   12,296  
Income tax expense 150,374   82,095   106,373  
Gain from equity method investment —   —   ( 1,475 )
Net income $ 452,031   $ 504,918   $ 547,629  

(1) Other segment items includes marketing programs and related costs, third-party professional service fees, non-income related tax expense and other expenses.

The Company deploys its servers into networks worldwide. Net property and equipment, excluding internal-use software, and operating lease right-of-use assets, located in the U.S. and international locations, as of December 31, 2025 and 2024 was as follows (in thousands):

December 31, 2025 December 31, 2024
Property and equipment, net, excluding internal-use software, located in the U.S. $ 669,390   $ 616,376  
Property and equipment, net, excluding internal-use software, located internationally
$ 737,260   $ 663,914  
Operating lease right-of-use assets located in the U.S. $ 1,066,526   $ 600,015  
Operating lease right-of-use assets located internationally
$ 403,174   $ 406,723  

Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

None.

93

Table of Contents

Item 9A. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer (our principal executive officer and principal financial officer, respectively), evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2025. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended ("the Exchange Act"), means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosures. Based on the evaluation of our disclosure controls and procedures as of December 31, 2025 our Chief Executive Officer and Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.

Management’s Annual Report on Internal Control over Financial Reporting

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rules 13a-15(f) and 15d-15(f) promulgated under the Exchange Act as a process designed by, or under the supervision of, the company's principal executive and principal financial officers and effected by the company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

• pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company;
• provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and
• provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements.

Our management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2025. Based on this assessment, our management concluded that as of December 31, 2025, our internal control over financial reporting was effective based on those criteria at the reasonable assurance level. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control — Integrated Framework (2013).

The effectiveness of the Company’s internal control over financial reporting as of December 31, 2025 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in its report, which is included in Item 8 of this annual report on Form 10-K.

Changes in Internal Control over Financial Reporting

No change in our internal control over financial reporting occurred during the fourth quarter ended December 31, 2025 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Item 9B. Other Information

(b) Director and Officer Trading Arrangements

During the quarter ended December 31, 2025, none of the Company's directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted , modified or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K).

94

Table of Contents

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

PART III

Item 10. Directors, Executive Officers and Corporate Governance

The information required by this Item is incorporated herein by reference to the information that will be contained in our Proxy Statement for the 2026 Annual Meeting of Shareholders to be filed with the SEC within 120 days of the fiscal year ended December 31, 2025 (the "2026 Proxy Statement").

Item 11. Executive Compensation

The information required by this Item is incorporated herein by reference to the information that will be contained in our 2026 Proxy Statement.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information required by this Item is incorporated herein by reference to the information that will be contained in our 2026 Proxy Statement.

Item 13. Certain Relationships and Related Transactions, and Director Independence

The information required by this Item is incorporated herein by reference to the information that will be contained in our 2026 Proxy Statement.

Item 14. Principal Accounting Fees and Services

The information required by this Item is incorporated herein by reference the information that will be contained in our 2026 Proxy Statement.
 

PART IV

Item 15. Exhibits, Financial Statement Schedules

(a) Documents Filed as Part of this annual report on Form 10-K

1. Financial Statements (included in Item 8 of this annual report on Form 10-K):

• Report of Independent Registered Public Accounting Firm
• Consolidated Balance Sheets as of December 31, 2025 and 2024
• Consolidated Statements of Income for the years ended December 31, 2025, 2024 and 2023
• Consolidated Statements of Comprehensive Income for the years ended December 31, 2025, 2024 and 2023
• Consolidated Statements of Cash Flows for the years ended December 31, 2025, 2024 and 2023
• Consolidated Statements of Stockholders' Equity for the years ended December 31, 2025, 2024 and 2023
• Notes to Consolidated Financial Statements

2. Financial Statement Schedules

Financial statements schedules are omitted as they are either not required or the information is otherwise included in the consolidated financial statements.

(b) Exhibits

95

Table of Contents

EXHIBIT INDEX

Incorporated by Reference

Exhibit No.
Exhibit Description
Form
Exhibit No.
Date Filed

3.1 Amended and Restated Certificate of Incorporation of Akamai Technologies, Inc. (including all amendments thereto)
8-K 3.1 May 16, 2025
3.2 Amended and Restated By-Laws of Akamai Technologies, Inc.
8-K 3.1 September 12, 2025
4.1 Specimen common stock certificate
S-1/A 4.1 October 13, 1999
4.3 Indenture (including form of Notes) with respect to the Registrant’s 0.375% Convertible Senior Notes due September 1, 2027, dated as of August 16, 2019, between the Registrant and U.S. Bank National Association, as trustee
8-K 4.1 August 16, 2019
4.4 First Supplemental Indenture with respect to 0.375% Convertible Senior Notes due 2027, dated December 16, 2021, between Akamai Technologies, Inc. and U.S. Bank National Association, as trustee
8-K 4.2 December 16, 2021
4.5 Indenture (including form of Notes) with respect to the Registrant's 1.125% Convertible Senior Notes due February 15, 2029, dated as of August 18, 2023, between Akamai Technologies, Inc. and U.S. Bank Trust Company, National Association, as trustee
8-K 4.1 August 18, 2023
4.6 Indenture (including form of Notes) with respect to Akamai's 0.25% Convertible Senior Notes due May 15, 2033, dated as of May 19, 2025, between Akamai and U.S. Bank Trust Company, National Association, as trustee
8-K 4.1 May 19, 2025
4.7*
Description of Registrant's Securities Registered Under Section 12 of the Exchange Act

10.1@ Amended and Restated 1999 Employee Stock Purchase Plan of the Registrant
10-K 10.5 March 16, 2006
10.2@ Amendment to Amended and Restated 1999 Employee Stock Purchase Plan of the Registrant
10-Q 10.46 May 12, 2008
10.3@
Akamai Technologies, Inc. Second Amended and Restated 2013 Stock Incentive Plan, as amended
8-K 10.1 May 16, 2025
10.4@*
Form of Global Employee Restricted Stock Unit Agreement for use under the 2013 Stock Incentive Plan (time vesting)

10.5@*
Form of Global Executive Restricted Stock Unit Agreement for use under the 2013 Stock Incentive Plan (time vesting)

10.6@*
Form of Performance-Based Restricted Stock Unit Agreement for use under the 2013 Stock Incentive Plan

10.7@*
Form of TSR-Based Restricted Stock Unit Agreement for use under the 2013 Stock Incentive Plan

10.8@
Form of Non-Qualified Stock Option Agreement for use under the 2013 Stock Incentive Plan
10-Q 10.4 August 09, 2013
10.9@
Form of Deferred Stock Unit Agreement for use under the 2013 Stock Incentive Plan
10-Q 10.5 August 09, 2013
10.10@*
Form of Non-U.S. Director Deferred Stock Unit Agreement for use under the 2013 Stock Incentive Plan

10.11@
Non-Employee Director Compensation Plan
10-Q 10.1 November 08, 2024
10.12@
Form of Executive Bonus Plan
8-K 99.1 February 17, 2026
10.13@
Akamai Technologies, Inc. Executive Severance Pay Plan, as amended
8-K 10.1 October 02, 2019
10.14@
Form of Change in Control and Severance Agreement
8-K 99.1 February 25, 2022
10.15@
Akamai Technologies, Inc. Amended and Restated U.S. Non-Qualified Deferred Compensation Plan
10-Q 10.2 November 08, 2024
10.16@
Employment Letter Agreement between the Registrant and F. Thomson Leighton dated February 25, 2013
10-K 10.28 March 01, 2013
10.17@
Amendment to Employment Letter Agreement between the Registrant and F. Thomson Leighton dated November 12, 2015
8-K 99.3 November 17, 2015

96

Table of Contents

Incorporated by Reference

Exhibit No.
Exhibit Description
Form
Exhibit No.
Date Filed

10.18 Indenture of Lease for 145 Broadway, Cambridge, Massachusetts dated November 7, 2016
8-K 10.47 November 10, 2016
10.19 Must-Take Premises and Right of First Offer Agreement among the Registrant, Boston Properties Limited Partnership and the Trustees of Ten Cambridge Center Trust dated November 7, 2016
8-K 10.48 November 10, 2016
10.20 150 Broadway Real Property Lease Dated December 20, 2017
10-K 10.19 March 01, 2018
10.21†
Exclusive Patent and Non-Exclusive Copyright License Agreement, dated as of October 26, 1998, between the Registrant and Massachusetts Institute of Technology
S-1/A 10.16 October 28, 1999
10.22 Credit Agreement by and among Akamai Technologies, Inc., the financial institutions identified therein as lenders and JPMorgan Chase Bank, N.A., as administrative agent, dated November 22, 2022
8-K 10.1 November 23, 2022
10.23 Amendment No. 1 to Credit Agreement by and among Akamai Technologies, Inc., the financial institutions identified therein as lenders and JPMorgan Chase Bank, N.A., as administrative agent, dated April 1 7 , 2025
8-K 10.1 April 18, 2025
10.24 Amendment No. 2 to Credit Agreement by and among Akamai Technologies, Inc., the financial institutions identified therein as lenders and JPMorgan Chase Bank, N.A., as administrative agent, dated May 12, 2025
8-K 10.1 May 13, 2025
10.25 Form of Call Option Confirmation between the Registrant and each Option Counterpart y ( 2019 Notes)
8-K 10.1 August 16, 2019
10.26 Form of Warrant Confirmation between the Registrant and each Option Counterpart y (2019 Notes)
8-K 10.2 August 16, 2019
10.27 Form of Call Option Transaction Confirmation between the Registrant and each Option Counterpart y (2023 Notes)
8-K 10.1 August 18, 2023
10.28 Form of Warrant Confirmation between the Registrant and each Option Counterpart y ( 2023 Notes)
8-K 10.2 August 18, 2023
10.29 Form of Call Option Confirmation between Akamai and each Option Counterparty (2025 Notes)
8-K 10.1 May 19, 2025
10.30 Form of Warrant Confirmation between Akamai and each Option Counterparty (2025 Notes)
8-K 10.2 May 19, 2025
19.1 Akamai Technologies, Inc. Statement of Company Policy on Securities Transactions by Akamai Personnel
10-K 19.1 February 24, 2025
21.1* Subsidiaries of the Registrant

23.1* Consent of Independent Registered Public Accounting Firm

31.1* Certification of Chief Executive Officer pursuant to Rule 13a- 14(a)/Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended

31.2* Certification of Chief Financial Officer pursuant to Rule 13a- 14(a)/Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended

32.1* Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2* Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

97.1 Akamai Clawback Policy
10-K 97 February 28, 2024
101.INS* Inline XBRL Instance Document – The instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document
101.SCH* Inline XBRL Taxonomy Extension Schema Document
101.CAL* Inline XBRL Taxonomy Calculation Linkbase Document
101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document*
101.LAB* Inline XBRL Taxonomy Label Linkbase Document

97

Table of Contents

Incorporated by Reference

Exhibit No.
Exhibit Description
Form
Exhibit No.
Date Filed

101.PRE* Inline XBRL Taxonomy Presentation Linkbase Document
104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101.INS)

@ Management contract or compensatory plan or arrangement filed as an exhibit to this annual report on Form 10-K pursuant to Item 15(b) of this annual report.

† Confidential Treatment has been granted as to certain portions of this exhibit. Such portions have been omitted and filed separately with the Securities and Exchange Commission.

* Submitted electronically herewith.

(c) Not applicable.

Item 16. Form 10-K Summary

None.

98

Table of Contents

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 

February 20, 2026 AKAMAI TECHNOLOGIES, INC.

By: /s/    EDWARD MCGOWAN         

Edward McGowan
Executive Vice President, Chief Financial Officer and Treasurer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
 

Signature Title Date

/s/    F. THOMSON LEIGHTON Chief Executive Officer, President and Director (Principal Executive Officer) February 20, 2026
        F. Thomson Leighton

/s/    EDWARD MCGOWAN Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer) February 20, 2026
     Edward McGowan

/s/    LAURA HOWELL
Senior Vice President, Chief Accounting Officer (Principal Accounting Officer)
February 20, 2026
     Laura Howell

/s/    JANAKI AKELLA Director February 20, 2026
    Janaki Akella

/s/    SHARON Y. BOWEN Director February 20, 2026
     Sharon Y. Bowen

/s/    MARIANNE C. BROWN Director February 20, 2026
        Marianne C. Brown

/s/    BAS BURGER Director February 20, 2026
        Bas Burger

/s/    DANIEL R. HESSE Director February 20, 2026
 Daniel R. Hesse

/s/    PETER T. KILLALEA Director February 20, 2026
      Peter T. Killalea

/s/    JONATHAN F. MILLER  Director February 20, 2026
      Jonathan F. Miller

/s/ MADHU RANGANATHAN Director February 20, 2026
        Madhu Ranganathan

/s/ BERNARDUS VERWAAYEN Director February 20, 2026
Bernardus Verwaayen

99