Fastly, Inc.
For the period ended Jun 30, 2025. Filed Aug 6, 2025.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2025 · Filed Aug 6, 2025
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Item 5. 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, terminated, or modified 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 |
| Todd Nightingale Former Chief Executive Officer (1) | Adoption | 6/3/2025 | X | — | 441,000 | — | 12/15/2026 |
| Charles Compton (2) | Adoption | 6/3/2025 | X | — | 181,634 | — | 5/31/2026 |
| Artur Bergman (3) | Adoption | 6/3/2025 | X | — | 2,917,357 | — | 8/21/2026 |
| * 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)Todd Nightingale, the Company's former Chief Executive Officer, resigned as Chief Executive Officer, effective June 16, 2025 and is no longer a Section 16 officer of the Company. Headopted a Rule 10b5-1 Plan on June 3, 2025. Mr. Nightingale's plan provides for the potential sale of up to 441,000 shares of the Company’s Common Stock. The plan expires on December 15, 2026, or upon the earlier completion of all authorized transactions under the plan.
(2)Charles Compton was appointed Chief Executive Officer of the Company as of June 16, 2025, but was not a Section 16 officer at the time of execution of the listed Rule 10b5-1 plan, which wasadopted on June 3, 2025. Mr. Compton's plan provides for the potential sale of up to 181,634 shares of the Company's Common Stock; provided however, because certain of Mr. Compton's planned sale amounts are equal to a designated percentage of the net number of shares (i) not otherwise sold in a previous Rule 10b5-1 plan or (ii) 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 May 31, 2026, or upon the earlier completion of all authorized transactions under the plan.
(3)Artur Bergman, the Company's Chief Technology Officer, adopted a Rule 10b5-1 Plan on June 3, 2025. Mr. Bergman's plan provides for the potential sale of up to 2,917,357 shares of the Company’s Class A Common Stock; provided, however, because certain of Mr. Bergman’s planned sale amounts are equal to a 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 August 21, 2026, or upon the earlier completion of all authorized transactions under the plan.
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