Fastly, Inc. Files 8-K: Material Agreements and Equity Sales

TL;DR

Fastly just dropped an 8-K: new debt/obligations and sold some stock. Watch this space.

AI Summary

On December 3, 2025, Fastly, Inc. entered into a material definitive agreement, creating a direct financial obligation. The company also reported on the creation of a direct financial obligation or an off-balance sheet arrangement, and noted unregistered sales of equity securities. This 8-K filing covers these events and other miscellaneous items.

Why It Matters

This filing indicates Fastly has entered into new financial obligations and has issued equity, which could impact its financial structure and shareholder dilution.

Risk Assessment

Risk Level: medium — The filing details new financial obligations and unregistered equity sales, which can introduce financial risk and potential dilution for existing shareholders.

Key Numbers

• 001-38897 — SEC File Number (Identifies Fastly's filing with the SEC.)
• 27-5411834 — I.R.S. Employer Identification Number (Fastly's tax identification number.)

Key Players & Entities

• Fastly, Inc. (company) — Registrant
• December 3, 2025 (date) — Date of earliest event reported
• 475 Brannan Street, Suite 300 San Francisco, CA 94107 (address) — Principal executive offices

FAQ

Key Financial Figures

• $0.00002 — which registered Class A Common Stock, $0.00002 par value "FSLY" Nasdaq Stock Market LL
• $160,000,000 — , Fastly, Inc. (the " Company ") issued $160,000,000 aggregate principal amount of its 0% Co
• $20,000,000 — s are first issued, up to an additional $20,000,000 aggregate principal amount of Notes.
• $1,000 — the Company's Class A Common Stock per $1,000 principal amount of Notes, which repres
• $15.26 — itial conversion price of approximately $15.26 per share of the Company's Class A Comm
• $50.0 million — f the outstanding Notes unless at least $50.0 million aggregate principal amount of Notes are
• $50,000,000 — btedness for borrowed money of at least $50,000,000; and (vii) certain events of bankruptcy
• $23.04 — e Capped Call Transactions is initially $23.04 per share (subject to adjustment under
• $16.1 million — ped Call Transactions was approximately $16.1 million. The Capped Call Transactions are sep
• $150.0 million — gether with cash on hand, to repurchase $150.0 million aggregate principal amount of the Compa
• $148.9 m — (the " 2026 Notes ") for approximately $148.9 million, in privately negotiated transact

Filing Documents

• fsly-20251203.htm (8-K) — 51KB
• fsly-ex41indentureprinter.htm (EX-4.1) — 930KB
• projectlotus-ex101formofca.htm (EX-10.1) — 266KB
• a991projectlotus-launchprf.htm (EX-99.1) — 15KB
• a992projectlotus-pricingpr.htm (EX-99.2) — 17KB
• image_0.jpg (GRAPHIC) — 1KB
• image_1.jpg (GRAPHIC) — 2KB
• image_2.jpg (GRAPHIC) — 2KB
• image_3.jpg (GRAPHIC) — 2KB
• image_4.jpg (GRAPHIC) — 1KB
• image_5.jpg (GRAPHIC) — 2KB
• 0001517413-25-000343.txt ( ) — 1593KB
• fsly-20251203.xsd (EX-101.SCH) — 2KB
• fsly-20251203_lab.xml (EX-101.LAB) — 21KB
• fsly-20251203_pre.xml (EX-101.PRE) — 12KB
• fsly-20251203_htm.xml (XML) — 3KB

01. Entry Into a Material Definitive Agreement

Item 1.01. Entry Into a Material Definitive Agreement. Indenture and Notes On December 9, 2025, Fastly, Inc. (the " Company ") issued $160,000,000 aggregate principal amount of its 0% Convertible Senior Notes due 2030 (the " Notes "). The Notes were issued pursuant to, and are governed by, an indenture (the " Indenture "), dated as of December 9, 2025, between the Company and U.S. Bank Trust Company, National Association, as trustee (the " Trustee "). Pursuant to the purchase agreement between the Company and the representatives of the initial purchasers of the Notes, the Company granted the initial purchasers an option to purchase, for settlement within a period of 13 days from, and including, the date the Notes are first issued, up to an additional $20,000,000 aggregate principal amount of Notes. The Notes will be the Company's senior, unsecured obligations and will be (i) equal in right of payment with the Company's existing and future senior, unsecured indebtedness; (ii) senior in right of payment to the Company's existing and future indebtedness that is expressly subordinated to the Notes; (iii) effectively subordinated to any of the Company's future secured indebtedness, to the extent of the value of the collateral securing that indebtedness; and (iv) structurally subordinated to all existing and future indebtedness and other liabilities, including trade payables, and (to the extent the Company is not a holder thereof) preferred equity, if any, of the Company's subsidiaries. The Notes will not bear regular interest and the principal amount of the Notes will not accrete. The Notes will mature on December 15, 2030, unless earlier repurchased, redeemed or converted. Before September 16, 2030, noteholders will have the right to convert their Notes only upon the occurrence of certain events. From and after September 16, 2030, noteholders may convert their Notes at any time at their election until the close of business on the second scheduled trading day imm

02. Unregistered Sales of Equity Securities

Item 3.02. Unregistered Sales of Equity Securities. The disclosure set forth in Item 1.01 above is incorporated by reference into this Item 3.02. The Notes were issued to the initial purchasers in reliance upon Section 4(a)(2) of the Securities Act of 1933, as amended (the " Securities Act "), in transactions not involving any public offering. The Notes were resold by the initial purchasers to persons whom the initial purchasers reasonably believe are "qualified institutional buyers," as defined in, and in accordance with, Rule 144A under the Securities Act. Any shares of the Company's Class A Common Stock that may be issued upon conversion of the Notes will be issued in reliance upon Section 3(a)(9) of the Securities Act as involving an exchange by the Company exclusively with its security holders. Assuming the initial purchasers fully exercise their option to purchase additional Notes, initially, a maximum of 15,624,990 shares of the Company's Class A Common Stock may be issued upon conversion of the Notes, based on the initial maximum conversion rate of 86.8055 shares of Class A Common Stock per $1,000 principal amount of Notes, which is subject to customary anti-dilution adjustment provisions.

01. Other Events

Item 8.01. Other Events. Concurrent Repurchase of 2026 Notes On or about December 9, 2025, the Company used the remaining net proceeds from the offering of the Notes after the funding of the cost of entering into the Base Capped Call Transactions described in Item 1.01, together with cash on hand, to repurchase $150.0 million aggregate principal amount of the Company's 0% convertible senior notes due 2026 (the " 2026 Notes ") for approximately $148.9 million, in privately negotiated transactions. The Company expects that some or all of the holders of the repurchased 2026 Notes may purchase shares of the Company's Class A Common Stock in open market transactions to unwind hedge positions that they have with respect to their investment in the 2026 Notes. These open market purchases, in turn, may place upward pressure on the trading price of the Company's Class A Common Stock to trade at higher prices than would be the case in the absence of these purchases. Press Releases On December 3, 2025, the Company issued a press release relating to its proposed offering of the Notes. On December 4, 2025, the Company issued a press release relating to the pricing of the Notes. Copies of the press releases are attached as Exhibits 99.1 and 99.2 to this Current Report on Form 8-K and are incorporated by reference herein.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Exhibit Description 4.1 Indenture, dated as of December 9, 2025, between Fastly, Inc. and U.S. Bank Trust Company, National Association, as trustee. 4.2 Form of certificate representing the 0% Convertible Senior Notes due 2030 (included as Exhibit A to Exhibit 4.1). 10.1 Form of Confirmation for Capped Call Transactions. 99.1 Press release of Fastly, Inc., dated December 3, 2025. 99.2 Press release of Fastly, Inc., dated December 4, 2025. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. FASTLY, INC. Dated: December 9, 2025 By: /s/ Richard Wong Richard Wong Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR