What changed in this filing

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Item 9A. Controls and Procedures

2024-02-22 compared with 2023-02-27 · 53 added, 34 removed, 191 unchanged (31% of the section changed)

7 unchanged sentences

Our management conducted an assessment of the effectiveness of our internal control over financial reporting as of December 31, 2023 based on the criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

The effectiveness of our internal control over financial reporting as of December 31, 2022 has been audited by Deloitte & Touche 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.

Remediation of Previously Reported Material Weaknesses

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that a reasonable possibility exists that a material misstatement of our annual or interim financial statements would not be prevented or detected on a timely basis.

As previously reported in Item 9A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2021, management identified material weaknesses in the fiscal years ended December 31, 2021 and 2020.

The previously reported material weaknesses were related to the lack of sufficient qualified accounting resources, lack of timely and complete identification of internal-use software costs for capitalization, and lack of appropriate design of system implementation of stock plan administration system.

We identified and implemented changes to our internal control over financial reporting to remediate the control deficiencies that led to the material weaknesses, including:

• Hired a new Chief Financial Officer, Chief Accounting Officer and additional senior resources in Finance and Accounting teams;

• Hired qualified external advisors to support remediation efforts, as needed;

• Enhanced process and review controls for internal-use software;

• Enhanced controls and procedures for new system implementations and upgrades;

• Enhanced management review and reconciliations controls;

• Provided additional trainings to Finance and Accounting teams.

The applicable measures have been implemented for a sufficient period of time and management has concluded, through testing, that the enhanced controls are operating effectively.

Management concluded that the material weaknesses were remediated as of December 31, 2022.

Based on the results of its assessment, management concluded that our internal control over financial reporting was effective as of December 31, 2023.

The effectiveness of our internal control over financial reporting as of December 31, 2023 has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in its report.

Changes in Internal Control over Financial Reporting

As described above, we implemented changes to our internal control over financial reporting to remediate the existing material weaknesses previously identified.

There were no other changes during the quarter ended December 31, 2022 in our internal control over financial reporting that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

There were no changes during the year ended December 31, 2023 in our internal control over financial reporting that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitations on Effectiveness of Controls

8 unchanged sentences

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements and the related notes (collectively referred to as the "financial statements") as of and for the year ended December 31, 2022, of the Company and our report dated February 24, 2023, expressed an unqualified opinion on those financial statements.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2023, of the Company and our report dated February 21, 2024, expressed an unqualified opinion on those financial statements.

Basis for Opinion

10 unchanged sentences

A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) 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;

(2) 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 (3) 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.

5 unchanged sentences

Other Information

Not applicable.

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 or terminated 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

Adoption/ Termination

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)

Richard Daniels , Director (2)

Brett Shirk , former Chief Revenue Officer (3)

* 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.

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.

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 , our former 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.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

64 unchanged sentences

S-1/A 333-230953 10.10 May 6, 2019

10.10+ Offer Letter Agreement, by and between Fastly, Inc.

and Paul Luongo, dated November 27, 2013.

S-1 333-230953 10.13 April 19, 2019

Office Lease Agreement, by and between Fastly, Inc.

10 unchanged sentences

Non-Employee Director Compensation Policy, as amended.

8-K 001-38897

99.1 November 3, 2021

Stock Ownership Guidelines.

6 unchanged sentences

8-K 001-38897 10.2 February 20, 2020

10.19+ Modification to Offer Letter Agreement, by and between Fastly, Inc.

and Artur Bergman dated February 19, 2020.

8-K 001-38897 10.3 February 20, 2020

Employment Terms by and between Fastly, Inc.

and Artur Bergman, dated May 3, 2019, as modified through November 2, 2023 .

001-38897 10.1 November 6, 2023

Signal Sciences Corp.

4 unchanged sentences

10-K 001-38897 10.23 March 1, 2021

First Amendment to the Senior Secured Credit Facilities Credit Agreement dated as of February 16, 2021, among Fastly, Inc., the several lenders from time to time party thereto, and Silicon Valley Bank, dated as of June 28, 2023.

10.2 August 2, 2023

Second Amendment to the Senior Secured Credit Facilities Credit Agreement dated as of February 16, 2021, among Fastly, Inc., the several lenders from time to time party thereto, and Silicon Valley Bank, dated as of February 16, 2024.

Offer Letter Agreement, by and between Fastly, Inc.

12 unchanged sentences

21.1 Subsidiaries of the Registrant.

001-38897 21.1

February 24, 2023

23.1 Consent of Independent Registered Public Accounting Firm.

24.1 Power of Attorney (contained on the signature page of this report).

31.1 Certification of the Chief Executive Officer pursuant to Exchange Act Rule 13a-14 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2 Certification of the Chief Financial Officer pursuant to Exchange Act Rule 13a-14 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Number Exhibit Description Form File No.

Exhibit Filing Date Filed Herewith

31.1 Certification of the Chief Executive Officer pursuant to Exchange Act Rule 13a-14 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2 Certification of the Chief Financial Officer pursuant to Exchange Act Rule 13a-14 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1* Certification of the Chief Executive Officer pursuant to 18 U.S.C.

2 unchanged sentences

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Incentive Compensation Recoupment Policy .

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.

27 unchanged sentences

Kisling (Principal Financial Officer and Principal Accounting Officer)

/s/ Artur Bergman Chief Architect, Executive Chairperson and Chairperson of the February 24, 2023

Artur Bergman Board of Directors

/s/ David Hornik

Director and Chairperson of our Board of Directors

February 21, 2024

/s/ Aida Álvarez Director February 21, 2024

/s/ Richard Daniels Director February 24, 2023

/s/ Artur Bergman

Chief Architect and Director

February 21, 2024

Artur Bergman

/s/ Richard Daniels

Director February 21, 2024

Richard Daniels

/s/ David Hornik Director February 24, 2023

/s/ Paula Loop Director February 21, 2024

7 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures