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

TL;DR

Fastly signed a big deal, owes money, and sold stock. Details TBD.

AI Summary

On December 15, 2025, Fastly, Inc. entered into a material definitive agreement, creating a direct financial obligation. The company also reported on unregistered sales of equity securities and other events. Specific details regarding the financial obligation and equity sales were not fully disclosed in the provided text.

Why It Matters

This filing indicates Fastly is undertaking new financial commitments and issuing equity, which could impact its financial structure and shareholder value.

Risk Assessment

Risk Level: medium — The filing mentions material definitive agreements and financial obligations, which inherently carry risks that are not fully detailed in the provided excerpt.

Key Players & Entities

• Fastly, Inc. (company) — Registrant
• December 15, 2025 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• 001-38897 (identifier) — Commission File Number
• 27-5411834 (identifier) — I.R.S. Employer Identification Number
• 475 Brannan Street, Suite 300 (address) — Address of principal executive offices
• San Francisco (location) — City of principal executive offices
• CA (location) — State of principal executive offices
• 94107 (zip_code) — Zip code of principal executive offices
• ( 844 ) 432-7859 (phone_number) — Registrant's Telephone Number

FAQ

Key Financial Figures

• $0.00002 — which registered Class A Common Stock, $0.00002 par value "FSLY" Nasdaq Stock Market LL
• $1,000 — the Company's Class A Common Stock per $1,000 principal amount of Notes, which is sub
• $20.0 million — their option to purchase an additional $20.0 million in aggregate principal amount of 0% Con
• $19.4 million — of the Option Notes were approximately $19.4 million after deducting the Initial Purchasers'
• $2.0 million — issions. The Company used approximately $2.0 million of the net proceeds from the sale of th
• $23.04 — l Capped Call Transactions is initially $23.04 per share (subject to adjustment under

Filing Documents

• fsly-20251215.htm (8-K) — 32KB
• 0001517413-25-000350.txt ( ) — 146KB
• fsly-20251215.xsd (EX-101.SCH) — 2KB
• fsly-20251215_lab.xml (EX-101.LAB) — 21KB
• fsly-20251215_pre.xml (EX-101.PRE) — 12KB
• fsly-20251215_htm.xml (XML) — 3KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. The disclosure set forth under the heading Additional Capped Call Transactions in Item 8.01 of this Current Report on Form 8-K is incorporated by reference into this Item 1.01.

03. Creation of a Direct Financial Obligation under an Off-Balance Sheet Arrangement of a Registrant

Item 2.03. Creation of a Direct Financial Obligation under an Off-Balance Sheet Arrangement of a Registrant. The disclosure set forth under the heading Option Notes in Item 8.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

02. Unregistered Sales of Equity Securities

Item 3.02. Unregistered Sales of Equity Securities. The disclosure set forth under the heading Option Notes in Item 8.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02. The Option Notes (as defined below in Item 8.01) were issued to the Initial Purchasers (as defined below in Item 8.01) 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 Option 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 Class A Common Stock of Fastly, Inc. (the "Company") that may be issued upon conversion of the Option 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. A maximum of 15,624,990 shares of the Company's Class A Common Stock may be issued upon conversion of the Notes (as defined below in Item 8.01), based on the initial maximum conversion rate of 86.8055 shares of the Company's 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. Option Notes On December 15, 2025, the Company was notified by the initial purchasers (the "Initial Purchasers") of the 0% Convertible Senior Notes due 2030 (the "Original Notes") issued in the previously announced private offering, which closed on December 9, 2025, of the exercise in full of their option to purchase an additional $20.0 million in aggregate principal amount of 0% Convertible Senior Notes due 2030 (the "Option Notes," and together with the Original Notes, the "Notes"). On December 17, 2025, the Company closed on the issuance of the Option Notes to the Initial Purchasers. The net proceeds from the sale of the Option Notes were approximately $19.4 million after deducting the Initial Purchasers' discounts and commissions. The Company used approximately $2.0 million of the net proceeds from the sale of the Option Notes to pay the cost of the Additional Capped Call Transactions described below. The Option Notes have the same terms as the Original Notes issued on December 9, 2025 and were issued under the same Indenture as the Original Notes dated as of December 9, 2025, between the Company and U.S. Bank Trust Company, National Association, as trustee, which terms are described in the Company's Current Report on Form 8-K filed on December 9, 2025 (the "Prior 8-K"). The summary of the foregoing transactions is qualified in its entirety by reference to the text of the Indenture, including the Form of Global Note attached as Exhibit A thereto, which was filed as Exhibit 4.1 to the Prior 8-K and is incorporated herein by reference. Additional Capped Call Transactions On December 15, 2025, in connection with the exercise by the Initial Purchasers of their option to purchase the Option Notes, the Company entered into privately negotiated capped call transactions (collectively, the "Additional Capped Call Transactions") with certain financial institutions. The Additional Capped Call Transactions cover, subject to anti-dilution a

SIGNATURES

SIGNATURES 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 17, 2025 By: /s/ Richard Wong Richard Wong Chief Financial Officer

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View this 8-K filing on SEC EDGAR