Fastly Inc
For the period ended Dec 31, 2023. Filed Feb 22, 2024.
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FY2023 · Filed Feb 22, 2024
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Item 9B. Other Information
Trading Arrangements
During the Company’s last fiscal quarter, the Company’s directors and officers (as defined in Rule 16a-1(f) under the Exchange Act)adopted orterminated the contracts, instructions or written plans for the purchase or sale of the Company’s securities set forth in the table below.
Type of Trading Arrangement
| Name and Position | Action | Adoption/ TerminationDate | Rule 10b5-1* | Non-Rule 10b5-1** | Total Shares of Class A Common Stock to be Sold | Total Shares of Class A Common Stock to be Purchased | Expiration Date |
|---|---|---|---|---|---|---|---|
| Ronald Kisling, Chief Financial Officer (1) | Adoption | 11/20/2023 | X | — | 163,938 | — | 12/31/2024 |
| Richard Daniels, Director (2) | Adoption | 11/17/2023 | X | — | 7,766 | — | 03/29/2024 |
| Brett Shirk, former Chief Revenue Officer (3) | Termination | 12/20/2023 | X | — | — | — | 12/31/2024 |
| * Contract, instruction or written plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act. | |||||||
| ** “Non-Rule 10b5-1 trading arrangement” as defined in Item 408(c) of Regulation S-K under the Exchange Act. | |||||||
(1)Ronald Kisling, our Chief Financial Officer, adopted a Rule 10b5-1 Plan on November 20, 2023. Mr. Kisling's plan provides for the potential sale of up to 163,938 shares of the Company’s Class A Common Stock, plus any shares that are granted to him in 2024 relating to the 2023 company-wide Bonus Program; provided, however, because certain of Mr. Kisling’s planned sale amounts are equal to a designated percentage of the net number of shares resulting from RSUs vesting, of which a portion will be surrendered to the Company or sold to cover withholding taxes, depending on how many shares are withheld in these instances, the maximum number of shares to be sold may be less. The plan expires on December 31, 2024, or upon the earlier completion of all authorized transactions under the plan.
(2)Richard Daniels, a member of our board of directors, adopted a Rule 10b5-1 Plan on November 17, 2023. Mr. Daniels' plan provides for the potential sale of up to 7,766 shares of the Company’s Class A Common Stock; provided, however, because certain of Mr. Daniels' planned sale amounts are equal to a designated percentage of the net number of shares resulting from RSUs vesting, of which a portion will be surrendered to the Company or sold to cover withholding taxes, depending on how many shares are withheld in these instances, the maximum number of shares to be sold may be less. The plan expires on March 29, 2024, or upon the earlier completion of all authorized transactions under the plan.
(3)Brett Shirk, ourformer Chief Revenue Officer, on December 20th, 2023, terminated a Rule 10b5-1 Plan entered into on August 21, 2023 in connection with his departure.
Second Amendment to Senior Secured Credit Facilities Agreement
On February 16, 2024, we entered into the Second Amendment to Credit Agreement with the Lenders and Silicon Valley Bank, a division of First-Citizens Bank & Trust Company, as a lender and as administrative agent and collateral agent for the Lenders, which, among other things, extended the maturity date of the loans under the Credit Agreement to June 14, 2024.
The foregoing summary of the Second Amendment to Credit Agreement does not purport to be complete and is subject to and is qualified in its entirety by the terms of the Second Amendment to Credit Agreement, which is attached to this Annual Report on Form 10-K as Exhibit 10.22, and incorporated herein by reference.
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