15 unchanged sentences
In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.
−Removed: We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 21, 2024, expressed an unqualified opinion on the Company's internal control over financial reporting.
+Added: We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 25, 2025, expressed an adverse opinion on the Company’s internal control over financial reporting because of a material weakness.
Basis for Opinion
60 unchanged sentences
Stockholders’ equity:
−Removed: Class A Common stock, $ 0.00002 par value;
+Added: Common stock, $ 0.00002 par value;
1,000,000,000 shares authorized as of both December 31, 2024 and 2023;
18 unchanged sentences
Impairment expense
+Added: 4,144 4,316 —
+Added: Restructuring charges
Total operating expenses 463,853 464,356 455,980
3 unchanged sentences
Interest expense ( 2,747 ) ( 4,051 ) ( 5,887 )
−Removed: Other income (expense), net ( 1,832 ) ( 29 ) 356
−Removed: Loss before income tax expense
+Added: Other expense, net
( 1,028 ) ( 1,832 ) ( 29 )
+Added: Loss before income tax expense (benefit)
+Added: ( 155,454 ) ( 133,309 ) ( 190,680 )
Income tax expense (benefit)
13 unchanged sentences
908 7,713 ( 6,404 )
−Removed: Total other comprehensive gain (loss)
+Added: Total other comprehensive income (loss)
$ 908 $ 8,278 $ ( 6,659 )
3 unchanged sentences
(in thousands)
−Removed: Common Stock—Class A Common Stock—Class B Additional
Capital Accumulated
3 unchanged sentences
Stockholders’
−Removed: Shares Amount Shares Amount
+Added: Shares Amount
Balance as of December 31, 2021
+Added: 118,811 $ 2 $ 1,527,468 $ ( 2,627 ) $ ( 510,890 ) $ 1,013,953
Exercise of vested stock options 1,778 — 5,688 — — 5,688
−Removed: Vesting of early exercised stock options 48 — 43 — 405 — — 405
Vesting of restricted stock units 3,119 — — — — —
−Removed: Proceeds from sale of restricted shares 224 — — — 10,655 — — 10,655
Issuance of restricted stock awards 112 — — — — —
Shares issued under employee stock purchase program 516 — 4,665 — — 4,665
−Removed: 236 — — — 8,798 — — 8,798
Stock-based compensation — — 128,285 — — 128,285
−Removed: Conversion of Class B common stock to Class A common stock 10,272 1 ( 10,272 ) ( 1 ) — — — —
Net loss — — — — ( 190,774 ) ( 190,774 )
1 unchanged sentence
Balance as of December 31, 2022
+Added: 124,336 $ 2 $ 1,666,106 $ ( 9,286 ) $ ( 701,664 ) $ 955,158
Exercise of vested stock options 291 — 2,169 — — 2,169
Vesting of restricted stock units 6,150 1 — — — 1
−Removed: Issuance of restricted stock awards 112 — — — — — — —
+Added: Shares issued under bonus program 1,193 — 16,599 — — 16,599
Shares issued under employee stock purchase program 1,022 — 8,692 — — 8,692
−Removed: 516 — — — 4,665 — — 4,665
Stock-based compensation — — 121,679 — — 121,679
Net loss — — — — ( 133,088 ) ( 133,088 )
−Removed: Other comprehensive loss — — — — — ( 6,659 ) — ( 6,659 )
+Added: Other comprehensive income — — — 8,278 — 8,278
Balance at December 31, 2023
+Added: 132,992 $ 3 $ 1,815,245 $ ( 1,008 ) $ ( 834,752 ) $ 979,488
Exercise of vested stock options 292 — 1,115 — — 1,115
20 unchanged sentences
Deferred income taxes
+Added: 1,793 ( 900 ) —
Provision for credit losses 3,834 2,025 2,406
−Removed: (Gain) loss on disposals of property and equipment 505 854 ( 300 )
−Removed: Amortization and accretion of discounts and premiums on investments ( 646 ) 3,137 2,221
+Added: Loss on disposals of property and equipment
+Added: Amortization of premiums (discounts) on investments
+Added: ( 3,973 ) ( 646 ) 3,137
Impairment of operating lease right-of-use assets 371 744 2,083
21 unchanged sentences
Capitalized internal-use software ( 26,094 ) ( 21,292 ) ( 18,146 )
−Removed: Purchases of intangible assets — — ( 2,092 )
−Removed: Net cash (used in) provided by investing activities 294,940 235,751 ( 794,511 )
+Added: Net cash provided by investing activities
+Added: 178,900 294,940 235,751
Cash flows from financing activities:
−Removed: Issuance of convertible note, net of issuance costs — — 930,775
Payments of debt issuance costs ( 5,729 ) — —
7 unchanged sentences
Proceeds from employee stock purchase plan 6,244 8,559 4,777
−Removed: Net cash (used in) provided by financing activities ( 331,380 ) ( 189,149 ) 936,551
+Added: Net cash used in financing activities
+Added: ( 17,099 ) ( 331,380 ) ( 189,149 )
Effects of exchange rate changes on cash, cash equivalents, and restricted cash ( 103 ) 608 ( 390 )
11 unchanged sentences
Property and equipment additions not yet paid in cash or financed
−Removed: Vesting of early-exercised stock options $ — $ — $ 405
−Removed: Stock-based compensation capitalized to internal-use software $ 9,975 $ 7,997 $ 4,446
+Added: $ 983 $ 640 $ 1,492
+Added: Capitalized stock-based compensation
+Added: $ 9,716 $ 9,975 $ 7,997
Assets obtained in exchange for operating lease obligations $ 8,543 $ 5,769 $ 29,606
Assets obtained in exchange for finance lease obligations $ — $ — $ 23,575
−Removed: Net non-cash change in operating lease assets and liabilities associated with modifications and terminations $ ( 4,425 ) $ 3,126 $ —
+Added: Net noncash change in operating lease assets and liabilities associated with modifications and terminations
+Added: $ 10,439 $ ( 4,425 ) $ 3,126
Interest paid for finance leases $ 378 $ 1,329 $ 2,381
1 unchanged sentence
Deployments of prepaid capital equipment $ 14,598 $ 8,665 $ 5,184
−Removed: Receivable related to shares of restricted stock $ — $ — $ 10,655
+Added: Debt issued in exchange for extinguishment of existing notes
+Added: $ 155,730 $ — $ —
+Added: Debt retired in exchange for issuance of new notes
+Added: $ ( 157,095 ) $ — $ —
Reconciliation of cash, cash equivalents, and restricted cash as shown in the statements of cash flows
1 unchanged sentence
Restricted cash — 150 150
−Removed: Restricted cash included in other assets — — 893
Total cash, cash equivalents, and restricted cash $ 286,175 $ 108,071 $ 143,541
2 unchanged sentences
Nature of Business
−Removed: has built an edge cloud platform that can process, serve, and secure its customer’s applications as close to their end users as possible.
−Removed: As of December 31, 2023, the Company’s edge network spans across 79 markets around the world.
+Added: has built an edge cloud platform that can process, serve, and secure its customers' applications as close to their end users as possible.
The Company was incorporated in Delaware in 2011 and is headquartered in San Francisco, California.
1 unchanged sentence
and its subsidiaries, unless the context indicates otherwise.
−Removed: Conversion of Dual Class Common Stock Structure
−Removed: On July 12, 2021, all outstanding shares of Class B common stock automatically converted into the same number of shares of Class A common stock (the “Conversion”) pursuant to the terms of the Company’s amended and restated certificate of incorporation (the “Certificate”).
−Removed: Upon the Conversion, outstanding options denominated in shares of Class B common stock issued under any of the Company’s equity incentive plans remained unchanged, except that such options now represent the right to receive shares of Class A common stock on exercise.
−Removed: In accordance with the Certificate, the shares of Class B common stock that converted to Class A common stock were retired and will not be reissued by the Company.
Summary of Significant Accounting Policies
3 unchanged sentences
All intercompany transactions and balances have been eliminated in consolidation.
−Removed: Certain changes to presentation have been made to conform the prior period presentation to the current period reporting.
−Removed: The Company has made certain presentation changes to consolidate the interest paid on finance lease line into other liabilities working capital changes and components of the non-cash lease expense related to operating lease liability changes into operating lease liability working capital changes within operating cash flows in the consolidated statements of cash flows.
−Removed: Such reclassifications did not affect the consolidated balance sheets, total revenues, operating income, net income, or cash flows from operating, investing or financing activities.
Use of Estimates
1 unchanged sentence
Actual results and outcomes could differ significantly from the Company’s estimates, judgments, and assumptions.
−Removed: Significant estimates, judgments, and assumptions used in these financial statements include, but are not limited to, those related to revenue, accounts receivable and related reserves, internal-use software development costs, the incremental borrowing rate related to the Company’s lease liabilities, fair value of assets acquired and liabilities assumed during business combinations, useful lives of acquired intangible assets and property and equipment, fair value of the Company’s long-lived assets as well as reporting unit, income tax reserves, and accounting for stock-based compensation.
+Added: Significant estimates, judgments, and assumptions used in these financial statements include, but are not limited to, those related to revenue, accounts receivable and related reserves, internal-use software development costs, the incremental borrowing rate related to the Company’s lease liabilities, fair value of assets acquired and liabilities assumed during business combinations, useful lives of acquired intangible assets and property and equipment, fair value of the Company’s long-lived assets, reporting unit as well as financial instruments, income tax reserves, and accounting for stock-based compensation.
Estimates are periodically reviewed in light of changes in circumstances, facts, and experience.
2 unchanged sentences
Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash, cash equivalents, marketable securities and accounts receivable.
−Removed: The Company’s cash, cash equivalents, and marketable securities primarily consisted of bank deposits, money market funds, investment-grade commercial paper, corporate notes and bonds, U.S.
−Removed: treasury securities, agency bonds, municipal securities, foreign government and supranational securities and asset-backed securities held at major financial institutions that
−Removed: the Company believes to be of high credit standing.
+Added: The Company’s cash, cash equivalents, and marketable securities primarily consisted of money market funds, investment-grade commercial paper, corporate notes and bonds, U.S.
+Added: treasury securities and agency bonds.
The primary focus of its investment strategy is to preserve capital and meet liquidity requirements.
2 unchanged sentences
The Company is exposed to credit risk in the event of default by the financial institutions holding its cash and cash equivalents to the extent recorded in the balance sheets.
−Removed: While the Company has not experienced any losses in such accounts and the Company has historically maintained its cash in multiple financial institutions, the failure of Silicon Valley Bank (“SVB”) in March 2023, at which the Company held cash and cash equivalents in multiple accounts, exposed the Company to limited credit risk prior to the completion by the Federal Deposit Insurance Corporation (“FDIC”) of the resolution of SVB in a manner that fully protected all depositors.
Concentrations of credit risk with respect to accounts receivable are primarily limited to certain customers to which the Company makes substantial sales.
The Company’s customer base consists of a large number of geographically dispersed customers diversified across several industries .
−Removed: No customer accounted for more than 10% of revenue for both the years ended December 31, 2023, 2022 and 2021.
−Removed: One customer accounted for more than 10% of the total accounts receivable balance as of December 31, 2023, whereas no customers accounted for more than 10% of the total accounts receivable balance as of December 31, 2022.
−Removed: Affiliated customers that are business units of a single company in the streaming entertainment space generated an aggregate of 12 %, 11 % and 11 % of the Company’s revenue for the years ended December 31, 2023, 2022 and 2021, respectively.
+Added: No single customer accounted for more than 10% of revenue for the years ended December 31, 2024, 2023 and 2022.
+Added: No single customer accounted for more than 10% of the total accounts receivable balance as of December 31, 2024, and one customer accounted for more than 10 % of the total accounts receivable balance as of December 31, 2023.
+Added: No affiliated customers that are business units of a single company generated more than 10% of revenue for the year ended December 31, 2024.
+Added: Affiliated customers that are business units of a single company generated an aggregate of 12 % and 11 % of the Company’s revenue for the years ended, December 31, 2023 and 2022, respectively.
The same affiliated customers accounted for an aggregate of 11 % and 23 % of the Company’s accounts receivable balance as of December 31, 2024 and 2023, respectively.
15 unchanged sentences
Restricted Cash
−Removed: As of both December 31, 2023 and 2022, the Company had a restricted cash balance of $ 0.2 million, which consists of a letter of credit related to a lease arrangement that is collateralized by restricted cash.
−Removed: As of December 31, 2023 and 2022, these amounts are included in prepaid expenses and other current assets on the consolidated balance sheets.
+Added: As of December 31, 2024, the Company did not have any restricted cash.
+Added: As of December 31, 2023, the Company had a restricted cash balance of $ 0.2 million, which consists of a letter of credit related to a lease arrangement that is collateralized by restricted cash.
+Added: As of December 31, 2023, this amount is included in prepaid expenses and other current assets on the consolidated balance sheets.
Accounts Receivable, net
Accounts receivable are recorded and carried at the original invoiced amount, net of an allowance for any potential credit losses.
−Removed: The allowance for credit losses is determined based upon the assessment of various factors, such as historical experience, credit quality of its customers, age of the accounts receivable balances, geographic related risks, economic
−Removed: conditions, and other factors that may affect a customer’s ability to pay.
+Added: The allowance for credit losses is determined based upon the assessment of various factors, such as historical experience, credit quality of its customers, age of the accounts receivable balances, geographic related risks, economic conditions, and other factors that may affect a customer’s ability to pay.
The Company records these charges as a component of general and administrative expenses in the consolidated statements of operations in the period in which the change occurs.
2 unchanged sentences
The Company capitalizes incremental costs associated with obtaining customer contracts, specifically certain commission payments.
−Removed: The Company pays commissions based on contract value upon signing a new arrangement with a customer and upon renewal and upgrades of existing contracts with customers only if the renewal and upgrades result in an incremental increase in contract value.
+Added: The Company pays commissions based on contract value upon signing an arrangement with a new customer and upon upgrades of existing contracts with customers only if the upgrades result in an incremental increase in contract value.
These costs are deferred on the consolidated balance sheets and amortized over the expected period of benefit on a straight-line basis.
2 unchanged sentences
Based on the nature of the Company’s technology and services, and the duration of its relationships with its customers, the expected period of benefit is determined to be five years .
+Added: Management periodically reviews the carrying amount of deferred commission costs to determine whether events or changes in circumstances have occurred that could impact the period of benefit of these deferred costs.
Amortization is primarily included in sales and marketing expense in the consolidated statements of operations.
23 unchanged sentences
The capitalized amounts are included in property and equipment, net on the consolidated balance sheets.
−Removed: The Company amortizes such costs on a straight-line basis over the estimated useful life of the software, which is generally three to five years .
−Removed: Completed internal-use software that is related to the Company’s network is amortized to cost of revenue over its
−Removed: estimated useful life.
+Added: The Company amortizes such costs on a straight-line basis over the estimated useful life of the software, which is generally between three to five years .
+Added: Completed internal-use software that is related to the Company’s network is amortized to cost of revenue over its estimated useful life.
Costs incurred during the planning, training, and post-implementation stages of the software development life-cycle are expensed as incurred.
5 unchanged sentences
During the measurement period, not to exceed one year from the date of acquisition, the Company may record adjustments to the assets acquired and liabilities assumed with a corresponding offset to goodwill to reflect new information obtained about facts and circumstances that existed as of the acquisition date.
−Removed: At the conclusion of the measurement period, or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are reflected in the consolidated statements of operations.
+Added: At the conclusion of the
+Added: measurement period, or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are reflected in the consolidated statements of operations.
Transaction costs associated with business combinations are expensed as incurred, and are included in general and administrative expense in the consolidated statements of operations.
−Removed: The Company considers operating segments to be components of the Company in which separate financial information is available and is evaluated regularly by the Company’s Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources and in assessing performance.
−Removed: The CODM is the Chief Executive Officer (“CEO”).
−Removed: The CEO reviews financial information presented on a consolidated basis, accompanied by information about revenue, customer size, and industry vertical for purposes of allocating resources and evaluating financial performance.
−Removed: The Company has determined that it is organized as a single operating segment with no segment managers who are held accountable for operations, operating results, or plans for levels or components below the consolidated unit level.
−Removed: Accordingly, the Company has determined that it has a single reportable segment and operating segment.
Goodwill, Intangible Assets and Other Long-Lived Assets
2 unchanged sentences
The Company has a single operating segment and reporting unit structure for all of the periods presented.
−Removed: As part of the annual goodwill impairment test, the Company first performs a qualitative assessment to determine whether further impairment testing is necessary.
+Added: As part of the annual goodwill impairment test, the Company may first perform a qualitative assessment to determine whether further impairment testing is necessary.
If, as a result of the qualitative assessment, it is more likely than not that the fair value of the reporting unit is less than its carrying amount, the quantitative impairment test will be required.
8 unchanged sentences
Trade names 3 to 4 years
−Removed: Backlog 2 years
Internet protocol addresses 10 years
−Removed: In-process research and development (“IPR&D”)
Long-lived assets, including property and equipment, definite lived intangible assets, and operating lease right-of-use assets, are reviewed for impairment whenever events or changes in circumstances, such as service discontinuance, technological obsolescence, significant decreases in market capitalization, facility closures, or work-force reductions indicate that the carrying amount of the long-lived asset or asset group may not be recoverable.
1 unchanged sentence
If this comparison indicates that an impairment is present, the amount of impairment is calculate as the difference between the carrying amount and the fair value of the asset or asset group.
−Removed: The Company’s indefinite lived intangibles are assessed annually for impairment.
In addition to the recoverability assessment, the Company periodically reviews the remaining estimated useful lives of long-lived assets.
23 unchanged sentences
Convertible Debt
−Removed: The Company evaluated the terms of its debt in line with Accounting Standards Update (“ASU”) 2020-06 and concluded that the instrument does not require separation and that there were no other derivatives that required separation.
+Added: The Company evaluated the terms of its debt in line with ASC 470-20, as amended by Accounting Standards Update (“ASU”) 2020-06, and concluded that the instrument does not require separation and that there were no other derivatives that required separation.
The Company has combined these features with the host contract and accounted for the convertible debt as a single liability in long-term debt on the consolidated balance sheets.
−Removed: The carrying amount of the liability is based on the gross proceeds, net of the unamortized transaction costs incurred related to the issuance of the convertible debt instrument, and the partial repurchases made in 2022 and 2023.
+Added: The carrying amount of the liability is either based on fair value or the gross proceeds, net of the unamortized transaction costs incurred related to the issuance of the convertible debt instrument, and any partial repurchases made.
The debt discount from the net unamortized transaction cost is amortized to interest expense over the term of the convertible debt instrument using the effective interest rate method.
3 unchanged sentences
The majority of the Company’s usage-based contracts commit the customer to a minimum monthly level of usage and specify the rate at which the customer must pay for actual usage above the monthly minimum.
−Removed: The Company also offers subscriptions to access a unified security web application and application programming interface at a fixed rate.
+Added: The Company also offers subscriptions to access a unified security web application at a fixed rate.
The Company recognizes revenue in accordance with Accounting Standards Codification (“ASC”) 606, where revenue is recognized upon transfer of control of promised products or services to customers in an amount that reflects the consideration the Company expects to receive in exchange for those products or services.
41 unchanged sentences
The fair values of the restricted stock units (“RSUs”), restricted stock awards (“RSAs”) and performance stock awards (“PSUs”) are based on the fair value of the Company’s stock price on the grant date.
−Removed: The fair values of stock options and ESPP are based on the Black-Scholes option-pricing model.
+Added: The fair values of stock options and employee stock purchase program (“ESPP”) are based on the Black-Scholes option-pricing model.
The fair value of the market-based performance stock awards (“MPSUs”) is measured using a Monte Carlo simulation valuation model.
24 unchanged sentences
Diluted earnings per share attributable to common stockholders adjusts basic earnings per share for the potentially dilutive impact of stock options, restricted stock units, restricted stock awards, shares issuable under its employee stock purchase place and performance stock awards.
−Removed: The Company also applies the if-converted method for calculation of diluted per share for its convertible debt instruments.
+Added: The Company also applies the if-converted method for calculation of diluted earnings per share for its convertible debt instruments.
As the Company has reported losses for all periods presented, all potentially dilutive securities are antidilutive and accordingly, basic net loss per share equals diluted net loss per share.
−Removed: Prior to the Conversion, the Company’s basic and diluted net loss per share attributable to common stockholders was presented in conformity with the two-class method required for multiple classes of common stock and participating securities.
−Removed: Under the two-class method, net income is attributed to common stockholders and participating securities based on their participation rights.
−Removed: Under the two-class method, basic net loss per share attributable to common stockholders is computed by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period.
−Removed: Diluted earnings per share attributable to common stockholders adjusts basic earnings per share for the potentially dilutive impact of stock options, restricted stock units, restricted stock awards, shares issuable under our employee stock purchase place and performance stock awards.
Recently Issued and Adopted Accounting Pronouncements
1 unchanged sentence
The guidance is effective for the Company's annual periods beginning in 2024 and interim periods beginning in the first quarter of fiscal year 2025.
−Removed: The Company is currently evaluating the impact of the new guidance and intends to adopt the guidance retrospectively when it becomes effective in 2024.
+Added: The Company adopted the standard on December 31, 2024.
+Added: For further information, refer to Note 14 Segment and Geographic Information in the accompanying notes to the consolidated financial statements.
In December, 2023, the FASB issued ASU 2023-09 “Income Taxes (Topic 740):
3 unchanged sentences
The Company is currently evaluating the impact of the new guidance and intends to adopt the guidance prospectively when it becomes effective in 2025.
+Added: In November 2024, the FASB issued ASU 2024-03 “Disaggregation of Income Statement Expenses,” which aims to improve the disclosures about a public business entity’s expenses and address requests from investors for more detailed information about the types of expenses in commonly presented expense captions.
+Added: The guidance is effective for the Company's annual periods beginning in 2027 and interim periods beginning in the first quarter of fiscal year 2028.
+Added: The Company is currently evaluating the impact of the new guidance.
+Added: In November 2024, the FASB issued ASU 2024-04 “Induced Conversions of Convertible Debt Instruments,” which amends ASC 470-202 to clarify the requirements related to accounting for the settlement of a debt instrument as an induced conversion.
+Added: The guidance is effective for the Company's annual periods beginning in 2026 and interim periods within those annual reporting periods.
+Added: The Company did not early adopt and is currently evaluating the impact of the new guidance.
Disaggregation of revenue
10 unchanged sentences
Total revenue $ 543,676 $ 505,988 $ 432,725
−Removed: The majority of the Company’s revenue is derived from enterprise customers.
−Removed: In the first quarter of 2023, the Company updated its methodology (“new methodology”) by which it calculates its customer count metrics, including Total Customer Count, Enterprise Customer Count and associated metrics.
−Removed: Under the prior methodology, enterprise customers is defined as customers with revenue in excess of $ 100,000 over the trailing 12-month period.
−Removed: The following table presents the Company’s net revenue for enterprise and non-enterprise customers based on the prior methodology:
+Added: The majority of the Company’s revenue is derived from enterprise customers, which are defined as customers with annualized current quarter revenue in excess of $ 100,000 .
+Added: This is calculated by taking the sum of revenue for each customer within the quarter and multiplying it by four.
+Added: The following table presents the Company’s net revenue for enterprise and non-enterprise customers:
Year ended December 31,
4 unchanged sentences
Total revenue $ 543,676 $ 505,988 $ 432,725
−Removed: Under the new methodology, enterprise customers is defined as customers with annualized current quarter revenue in excess of $ 100,000 .
−Removed: This is calculated by taking the sum of revenue for each customer within the quarter and multiplying it by four.
−Removed: The following table presents the Company’s net revenue for enterprise and non-enterprise customers based on the new methodology:
+Added: The Company reports its revenue by three product lines:
+Added: Network Services, Security and Other.
+Added: Network Services include solutions designed to improve performance of websites, apps, application programming interfaces (“APIs”) and digital media.
+Added: Security includes products designed to protect websites, apps, APIs and users.
+Added: Other includes Compute solutions that allow developers to build and deploy modern web applications on Fastly's edge cloud platform, and Observability solutions that provide real-time logs, data and metrics streamed from Fastly's edge platform for actionable insights.
+Added: The following table presents the Company’s revenue by product line:
Year ended December 31,
1 unchanged sentence
(in thousands)
−Removed: Enterprise customers $ 464,452 $ 393,152 $ 315,918
−Removed: Non-enterprise customers 41,536 39,573 38,412
+Added: Network Services
+Added: $ 427,690 $ 405,116 $ 349,660
+Added: Security 103,037 92,864 77,841
+Added: Other 12,949 8,008 5,224
Total revenue
+Added: $ 543,676 $ 505,988 $ 432,725
Contract balances
1 unchanged sentence
The Company has an unconditional right to consideration when it invoices its customers and records a receivable.
−Removed: The Company records a contract asset, or a receivable, when revenue is recognized prior to invoicing.
−Removed: The Company records a contract liability, or deferred revenue, when revenue is recognized subsequent to invoicing.
−Removed: Deferred revenue includes amounts billed to customers for which revenue has not been recognized and consists of the unearned portions of edge cloud platform usage and billings to customers for the Company’s security subscription services.
+Added: The Company records a contract asset, or unbilled receivable, when revenue is recognized prior to invoicing.
+Added: The Company records a contract liability, or deferred revenue, when a contract is billed in advance of revenue being recognized.
+Added: Deferred revenue pertains to amounts billed to customers for which revenue has not been recognized, which primarily consists of the unearned portions of billings for the Company’s security subscription services and the unearned portion of edge cloud platform usage.
Amounts that have been invoiced for annual subscriptions, but not collected, are recorded in accounts receivable and in unearned revenue or in revenue depending on whether services have been delivered to the customer.
10 unchanged sentences
Remaining performance obligations
−Removed: As of December 31, 2023, the aggregate amount of the transaction price in the Company's contracts allocated to remaining performance obligations that were unsatisfied or partially unsatisfied was $ 235.7 million.
+Added: As of December 31, 2024, the aggregate amount of the transaction price in our contracts allocated to remaining performance obligations that are unsatisfied or partially unsatisfied was $ 244.4 million.
This amount includes future committed revenue for periods within current contracts with customers, as well as deferred revenue arising from consideration invoiced for which the related performance obligations have not been satisfied.
24 unchanged sentences
Commercial paper 3,699 25,934
−Removed: Asset-backed securities — 175
−Removed: Municipal securities — 2,221
−Removed: Foreign government and supranational securities — 12,453
Total marketable securities, current $ 9,707 $ 214,799
8 unchanged sentences
Cash and cash equivalents:
−Removed: Treasury securities $ 52,824 $ 6 $ — $ 52,830
−Removed: Commercial paper $ 12,663 $ — $ ( 7 ) $ 12,656
+Added: Money market funds
+Added: $ 233,224 $ — $ — $ 233,224
Marketable securities:
−Removed: Treasury securities $ 73,444 $ 8 $ ( 4 ) $ 73,448
Corporate notes and bonds 6,005 3 — 6,008
Commercial paper 3,699 — — 3,699
−Removed: Asset-backed securities 89 — — 89
−Removed: 9,854 — ( 3 ) 9,851
Total available-for-sale investments $ 242,928 $ 3 $ — $ 242,931
3 unchanged sentences
(in thousands)
+Added: Cash and cash equivalents:
+Added: Treasury securities $ 52,824 $ 6 $ — $ 52,830
+Added: Commercial paper 12,663 — ( 7 ) 12,656
Marketable securities:
1 unchanged sentence
Corporate notes and bonds 112,487 9 ( 931 ) 111,565
+Added: Commercial paper 25,946 — ( 12 ) 25,934
Asset-backed securities 89 — — 89
−Removed: Municipal securities 2,322 — ( 101 ) 2,221
−Removed: Foreign government and supranational securities 12,522 — ( 69 ) 12,453
+Added: Agency bonds 9,854 — ( 3 ) 9,851
Total available-for-sale investments $ 287,307 $ 23 $ ( 957 ) $ 286,373
There were no material realized gains or losses from sales of marketable securities that were reclassified out of accumulated other comprehensive income (loss) into other income (expense), net as of December 31, 2024 and December 31, 2023.
−Removed: There were 28 and 76 securities in a continuous loss position for 12 months or longer as of December 31, 2023, and 2022, respectively.
−Removed: Investments are reviewed periodically to identify possible other-than-temporary impairments.
For the years ended December 31, 2024, 2023 and 2022, the Company did not record any impairment charges for its marketable debt securities in its consolidated statements of operations.
No impairment loss has been recorded on the securities as the Company does not intend to sell any impaired securities, nor is it more likely than not that the Company would be required to sell impaired securities before recovery of amortized cost basis.
−Removed: Furthermore, the Company has determined that the decline in fair value of the investment is not due to credit related factors.
Fair Value of Financial Instruments
15 unchanged sentences
Money market funds $ 233,224 $ — $ — $ 233,224
−Removed: Treasury securities — 52,830 — 52,830
−Removed: Commercial paper — 12,656 — 12,656
Total cash equivalents 233,224 — — 233,224
Marketable securities:
−Removed: Treasury securities — 73,448 — 73,448
Corporate notes and bonds — 6,008 — 6,008
1 unchanged sentence
— 3,699 — 3,699
−Removed: Asset-backed securities — 89 — 89
−Removed: — 9,851 — 9,851
Total marketable securities — 9,707 — 9,707
−Removed: Restricted cash:
−Removed: Restricted cash, current 150 — — 150
−Removed: Total restricted cash 150 — — 150
Total financial assets $ 233,224 $ 9,707 $ — $ 242,931
4 unchanged sentences
Money market funds $ 21,166 $ — $ — $ 21,166
+Added: Treasury securities — 52,830 — 52,830
+Added: Commercial paper — 12,656 — 12,656
Total cash equivalents 21,166 65,486 — 86,652
2 unchanged sentences
Corporate notes and bonds — 111,565 — 111,565
+Added: Commercial paper
+Added: — 25,934 — 25,934
Asset-backed securities — 89 — 89
−Removed: Municipal securities — 2,221 — 2,221
−Removed: Foreign government and supranational securities — 12,453 — 12,453
+Added: — 9,851 — 9,851
Total marketable securities — 220,887 — 220,887
3 unchanged sentences
Total financial assets $ 21,316 $ 286,373 $ — $ 307,689
−Removed: Restricted cash was $ 0.2 million as of both December 31, 2023 and 2022.
+Added: The Company did no t have a restricted cash balance as of December 31, 2024.
+Added: Restricted cash was $ 0.2 million as of December 31, 2023.
The restricted cash balance consisted of letters of credit related to lease arrangements that were collateralized by the Company’s cash.
−Removed: The amounts as of December 31, 2023 and 2022, were both classified as current on the Company’s consolidated balance sheets.
+Added: The amount as of December 31, 2023 was classified as current on the Company’s consolidated balance sheets.
There were no transfers of assets and liabilities measured at fair value between Level 1 and Level 2, or between Level 2 and Level 3, during the years ended December 31, 2024 and 2023.
2 unchanged sentences
(“Glitch”), a software company specializing in developer project management tools, for $ 34.9 million in cash, of which $ 8.0 million was held back as security for indemnification claims under the terms of the merger agreement (“Holdback”).
−Removed: During the year ended December 31, 2023, $ 4.1 million of the Holdback was distributed to certain shareholders of Glitch and the remaining Holdback will be distributed 24 months following the acquisition closing date.
+Added: During the year ended December 31, 2023, $ 4.1 million of the Holdback was distributed to certain shareholders of Glitch, and during the year ended December 31, 2024, the remaining $ 3.8 million of the Holdback, net of indemnification claims, was distributed.
The acquisition expands the Company’s brand awareness within the developer community and bolsters the Company’s existing product offerings by making it easier to innovate at a layer in the Company’s software stack.
35 unchanged sentences
Property and equipment, net $ 179,097 $ 176,608
+Added: During the year ended December 31, 2024, the Company recognized an impairment charge of $ 2.8 million related to equipment and an internal-use software project that the Company does not plan to continue with and therefore abandoned.
During the year ended December 31, 2023, the Company recognized an impairment charge of $ 4.3 million, of which $ 3.0 million related to property and equipment, net and $ 1.3 million related to advance payments for the purchase of property and equipment.
1 unchanged sentence
Impairment charges are included within impairment expense in the consolidated statements of operations.
−Removed: There were no impairments during the years ended December 31, 2022 and 2021.
−Removed: Depreciation on property and equipment for the years ended December 31, 2023, 2022 and 2021 was approximately $ 51.6 million, $ 42.6 million, and $ 28.8 million, respectively.
−Removed: Included in these amounts was amortization expense for capitalized internal-use software costs of approximately $ 14.0 million, $ 8.6 million and $ 4.6 million for the years ended December 31, 2023, 2022 and 2021, respectively.
+Added: Depreciation on property and equipment for the years ended December 31, 2024, 2023 and 2022 was $ 54.0 million, $ 51.6 million, and $ 42.6 million, respectively.
+Added: Included in these amounts was amortization expense for capitalized internal-use software costs of $ 17.0 million, $ 14.0 million and $ 8.6 million for the years ended December 31, 2024, 2023 and 2022, respectively.
As of December 31, 2024 and 2023, the unamortized balance of capitalized internal-use software costs on the Company’s consolidated balance sheets was approximately $ 79.5 million and $ 62.6 million, respectively.
1 unchanged sentence
The Company’s networking equipment assets as of December 31, 2024 and 2023 , included a total of $ 73.2 million and $ 74.7 million acquired under finance lease agreements, respectively.
−Removed: These leases are capitalized in property and equipment,
−Removed: and the related amortization of assets under finance leases is included in depreciation and amortization expense.
+Added: These leases are capitalized in property and equipment, and the related amortization of assets under finance leases is included in depreciation and amortization expense.
The accumulated depreciation of the associated networking equipment assets under finance leases totaled $ 52.2 million and $ 40.1 million as of December 31, 2024 and 2023 , respectively.
41 unchanged sentences
Other comprehensive income
−Removed: 565 7,713 8,278
Balance at December 31, 2024
4 unchanged sentences
The Company’s operating leases have remaining lease terms ranging from less than 1 year to 5 years, some of which include options to extend the leases.
−Removed: The Company’s finance leases have remaining lease terms up to 1 year.
+Added: The Company’s finance leases have remaining lease terms less than 1 year.
The Company also subleases a portion of its corporate office spaces.
14 unchanged sentences
The short-term lease costs were not material for the years ended December 31, 2024, 2023 and 2022.
+Added: During the year ended December 31, 2024, the Company recognized an impairment charge of $ 1.7 million related to right-of-use assets, of which $ 1.3 million was related to the Company exiting a certain office facility and is included within the impairment expense line in the Company's consolidated statements of operations.
During the years ended December 31, 2023 and 2022, the Company recognized impairment on its operating lease right-of-use assets of $ 0.7 million and $ 2.1 million, respectively.
−Removed: The Company did no t recognize any material impairment on its operating lease right-of-use assets for the year ended December 31, 2021.
As of December 31,
14 unchanged sentences
2027 14,669 —
−Removed: 2027 10,502 —
Thereafter 442 —
3 unchanged sentences
As of December 31, 2024, the Company has undiscounted commitments of $ 2.8 million for operating leases that have not yet commenced, and therefore are not included in the right-of-use asset or operating lease liability.
−Removed: These operating leases will commence in 2024 with lease terms of 3 years.
+Added: These operating leases will commence in the first quarter of 2025 with lease terms of 3 years.
Goodwill and Intangible Assets
3 unchanged sentences
Beginning balance $ 670,356 $ 670,185
−Removed: Goodwill acquired from business combinations — 33,419
Foreign currency translation and other adjustments — 171
1 unchanged sentence
The goodwill acquired from business combinations are from the Company’s acquisition described in Note 5 — Business Combinations.
+Added: During the year ended December 31, 2024, the Company identified certain triggering events, including a sustained decrease in our stock price and market capitalization and performed an interim and an annual fair value assessment, as of June 30, 2024 and October 31, 2024, respectively, of its one single reporting unit by using a combination of income and market approaches and concluded that the estimated fair value of our single reporting unit substantially exceeded its carrying value.
+Added: During the year ended December 31, 2022, the Company identified certain triggering events, including a sustained decrease in our stock price and market capitalization and performed an annual fair value assessment, as of October 31, 2023, of its one single reporting unit by using a combination of income and market approaches and concluded that the estimated fair value of our single reporting unit substantially exceeded its carrying value.
The Company did not record an impairment charge on goodwill for the fiscal years ended December 31, 2024, 2023 and 2022.
1 unchanged sentence
As of December 31, 2024 and December 31, 2023, the Company’s intangible assets consisted of the following:
−Removed: As of December 31, 2023
−Removed: As of December 31, 2022
+Added: As of December 31, 2024 As of December 31, 2023
Gross carrying value Accumulated amortization Net carrying value Gross carrying value Accumulated amortization Net carrying value
5 unchanged sentences
Internet protocol addresses 4,984 ( 2,468 ) 2,516 4,984 ( 1,970 ) 3,014
−Removed: Backlog — — — 2,200 ( 2,200 ) —
Total intangible assets $ 128,884 $ ( 86,008 ) $ 42,876 $ 128,884 $ ( 66,409 ) $ 62,475
−Removed: The Company’s customer relationships, developed technology, trade names, backlog and Internet protocol addresses represent intangible assets subject to amortization.
+Added: The Company’s customer relationships, developed technology, trade names and Internet protocol addresses represent intangible assets subject to amortization.
Amortization expense was $ 19.6 million, $ 20.4 million and $ 21.7 million, for the years ended December 31, 2024, 2023 and 2022, respectively.
−Removed: The Company did not purchase any intangible assets during the year ended December 31, 2023.
+Added: The Company did not purchase any intangible assets during the years ended December 31, 2024 and 2023.
During the year ended December 31, 2022, the Company added $ 2.0 million of intangible assets from the acquisition of Glitch, which are subject to amortization.
−Removed: During the year ended December 31, 2021, the Company purchased $ 2.1 million of intangible assets.
−Removed: The Company did not record any impairments during the years ended December 31, 2023, 2022 and 2021.
+Added: The Company did no t record any impairments during the years ended December 31, 2024, 2023 and 2022.
The expected amortization expense of intangible assets subject to amortization as of December 31, 2024 is as follows:
12 unchanged sentences
On February 16, 2024, the Company 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.
+Added: On April 30, 2024, the Company entered into the Third 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 April 30, 2027 and decreased the commitment amount from $ 100.0 million to $ 60.0 million, including a $ 10.0 million sublimit for the issuance of letters of credit, and a swingline subfacility of up to $ 20.0 million.
As amended, the revolving loans bear interest, at the Company’s election, at an annual rate based on SOFR or a base rate.
8 unchanged sentences
As of the years ended December 31, 2024 and 2023, no amounts were outstanding under the Credit Agreement.
−Removed: Convertible Senior Notes
+Added: Convertible Senior Notes due 2026
On March 5, 2021, the Company issued approximately $ 948.8 million aggregate principal amount of 0 % convertible senior notes due 2026 (the “2026 Notes”), including the exercise in full by the initial purchasers of their option to purchase up to an additional approximately $ 123.8 million principal amount of the 2026 Notes.
3 unchanged sentences
The Company may not redeem the 2026 Notes prior to March 20, 2024.
−Removed: On or after March 20, 2024, the Company may redeem for cash, all or any portion of the Notes, at the Company’s option, at a redemption price equal to 100 % of the principal amount of the Notes to be redeemed, plus accrued and unpaid special interest, if any, to, but excluding, the redemption date, if the last reported sale price of the Company’s Class A common stock has been at least 130 % of the conversion price for the Notes then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which the Company provides notice of redemption.
+Added: On or after March 20, 2024, the Company may redeem for cash, all or any portion of the 2026 Notes, at the Company’s option, at a redemption price equal to 100 % of the principal amount of the 2026 Notes to be redeemed, plus accrued and unpaid special interest, if any, to, but excluding, the
+Added: redemption date, if the last reported sale price of the Company’s common stock has been at least 130 % of the conversion price for the 2026 Notes then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which the Company provides notice of redemption.
No sinking fund is provided for the 2026 Notes.
Holders of the 2026 Notes may convert their notes at their option at any time prior to the close of business on the business day immediately preceding December 15, 2025, only under the following circumstances:
−Removed: (i) during any calendar quarter commencing after the calendar quarter ending on June 30, 2021 (and only during such calendar quarter), if the last reported sale price of the Company’s Class A common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130 % of the conversion price for the Notes on each applicable trading day;
−Removed: (ii) during the five business day period after any ten consecutive trading day period (the “Measurement Period”) in which the trading price, as defined in the indenture agreement governing the Note filed with the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 5, 2021, per $1,000 principal amount of notes for each trading day of the Measurement Period was less than 98 % of the product of the last reported sale price of the Company’s Class A common stock and the conversion
−Removed: rate on each such trading day;
+Added: (i) during any calendar quarter commencing after the calendar quarter ending on June 30, 2021 (and only during such calendar quarter), if the last reported sale price of the Company’s common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130 % of the conversion price for the 2026 Notes on each applicable trading day;
+Added: (ii) during the five business day period after any ten consecutive trading day period (the “Measurement Period”) in which the trading price, as defined in the indenture agreement governing the Note filed with the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 5, 2021, per $1,000 principal amount of notes for each trading day of the Measurement Period was less than 98 % of the product of the last reported sale price of the Company’s common stock and the conversion rate on each such trading day;
(iii) if the Company calls such 2026 Notes for redemption, at any time prior to the close of business on the scheduled trading day immediately preceding the applicable redemption date, but only with respect to the 2026 Notes called (or deemed called) for redemption;
1 unchanged sentence
On or after December 15, 2025 until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert all or any portion of their notes at any time, regardless of the foregoing circumstances.
−Removed: Upon conversion, the Company may satisfy its conversion obligation by paying or delivering, as the case may be, cash, shares of its Class A common stock or a combination of cash and shares of its Class A common stock, at the Company’s election.
−Removed: The initial conversion rate is 9.7272 shares of Class A common stock per $1,000 principal amount of Notes, equivalent to an initial conversion price of approximately $ 102.80 per share of Class A common stock.
+Added: Upon conversion, the Company may satisfy its conversion obligation by paying or delivering, as the case may be, cash, shares of its common stock or a combination of cash and shares of its common stock, at the Company’s election.
+Added: The initial conversion rate is 9.7272 shares of common stock per $1,000 principal amount of 2026 Notes, equivalent to an initial conversion price of approximately $ 102.80 per share of common stock.
The conversion rate is subject to adjustment as described in the indenture governing the 2026 Notes but will not be adjusted for any accrued and unpaid special interest.
2 unchanged sentences
If the Company undergoes a fundamental change, as defined in the indenture agreement governing the 2026 Notes, then subject to certain conditions and except as described in the indenture governing the 2026 Notes, holders may require the Company to repurchase for cash all or any portion of their 2026 Notes at a fundamental change repurchase price equal to 100 % of the principal amount of the 2026 Notes to be repurchased, plus accrued and unpaid special interest, if any, to, but excluding, the fundamental change repurchase date.
−Removed: The Company evaluated the terms of its debt and concluded that the instrument does not require separation and that there were no other derivatives that required separation.
−Removed: As such, the Company has combined these features with the host contract and the Company accounts for its convertible debt as a single liability in long-term debt on its consolidated balance sheet.
−Removed: The initial purchasers’ discounts and transaction costs of $ 18.6 million incurred related to the issuance of the Notes were classified as liability and represents the difference between the principal amount of the Notes and the liability component (the “debt discount”), which is amortized to interest expense using the effective interest method over the term of the Notes.
+Added: The Company evaluated the terms of the 2026 Notes and concluded that the conversion feature does not require separation and that there were no other derivatives that required separation.
+Added: As such, the Company has combined these features with the host contract and the Company accounts for the 2026 Notes as a single liability in long-term debt on its consolidated balance sheet.
+Added: The initial purchasers’ discounts and transaction costs of $ 18.6 million incurred related to the issuance of the 2026 Notes were classified as a contra-liability and represents the difference between the principal and carrying amount of the 2026 Notes, which is amortized to interest expense using the effective interest method over the term of the 2026 Notes.
As of December 31, 2024, the conversion conditions had not been met and therefore the 2026 Notes were not yet convertible.
2 unchanged sentences
During the year ended December 31, 2023, the Company entered into several separate privately negotiated transactions with certain holders of the 2026 Notes to repurchase $ 367.3 million aggregate principal amount of the 2026 Notes for an aggregate cash repurchase price of $ 309.1 million and aggregate transaction costs of $ 2.0 million.
−Removed: The Repurchases were accounted for as a
−Removed: debt extinguishment that resulted in a net gain of $ 52.4 million, which was recorded as non-operating income on the Company’s consolidated statement of operations for the year ended December 31, 2023.
+Added: During the year ended December 31, 2024, the Company entered into separate, privately negotiated transactions with certain holders of the 2026 Notes to exchange $ 157.9 million aggregate principal amount of the 2026 Notes for $ 150.0 million aggregate principal amount of 7.75 % convertible senior notes due 2028 (the “2028 Notes”), which were issued in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act.
+Added: The exchange was accounted for as a debt extinguishment and an issuance of new debt that resulted in a net gain of $ 1.4 million, which was recorded as non-operating income on the Company’s consolidated statement of operations for the year ended December 31, 2024.
+Added: Convertible Senior Notes due 2028
+Added: The 2028 Notes will accrue interest at a rate of 7.75 % per annum, payable semi-annually in arrears on June 1 and December 1 of each year, beginning on June 1, 2025.
+Added: The 2028 Notes will mature on June 1, 2028, unless earlier converted or repurchased.
+Added: The principal amount of the 2028 Notes was $ 150.0 million.
+Added: The Company may not redeem the 2028 Notes prior to the maturity date.
+Added: Holders of the 2028 Notes may convert their notes at their option at any time prior to the close of business on the business day immediately preceding March 1, 2028, only under the following circumstances:
+Added: (i) during any calendar quarter commencing after the calendar quarter ending on March 31, 2025 (and only during such calendar quarter), if the last reported sale price of the Company’s common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130 % of the conversion price for the 2028 Notes on each applicable trading day;
+Added: (ii) during the five business day period after any ten consecutive trading day period (the “Measurement Period”) in which the trading price, as defined in the indenture agreement governing the note filed with the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 5, 2024, per $1,000 principal amount of notes for each trading day of the Measurement Period was less than 98 % of the product of the last reported sale price of the Company’s common stock and the conversion rate on each such trading day;
+Added: or (iii) upon the occurrence of specified corporate events.
+Added: On or after March 1, 2028 and prior to the close of business on the scheduled trading day immediately preceding the maturity date, holders may convert all or any portion of their notes at any time, regardless of the foregoing circumstances.
+Added: Upon conversion, the Company may satisfy its conversion obligation by paying or delivering, as the case may be, cash, shares of its common stock or a combination of cash and shares of its common stock, at the Company’s election.
+Added: The initial conversion rate is 50.6568 shares of common stock per $1,000 principal amount of 2028 Notes, equivalent to an initial conversion price of approximately $ 19.74 per share of common stock.
+Added: The conversion rate is subject to adjustment as described in the indenture governing the 2028 Notes but will not be adjusted for any accrued and unpaid interest.
+Added: In addition, following certain corporate events that occur prior to the maturity date of the 2028 Notes, the Company will, in certain circumstances, increase the conversion rate of the 2028 Notes for a holder who elects to convert its 2028 Notes, in connection with such a corporate event.
+Added: The indenture includes customary covenants and sets forth certain events of default after which the 2028 Notes may be declared immediately due and payable and sets forth certain types of bankruptcy or insolvency events of default involving the Company after which the 2028 Notes become automatically due and payable.
+Added: If the Company undergoes a fundamental change, as defined in the indenture agreement governing the 2028 Notes, then subject to certain conditions and except as described in the indenture governing the 2028 Notes, holders may require the Company to repurchase for cash all or any portion of their 2028 Notes at a fundamental change repurchase price equal to 100 % of the principal amount of the 2028 Notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the fundamental change repurchase date.
+Added: The Company evaluated the terms of the 2028 Notes and concluded that the conversion feature does not require separation and that there were no other derivatives that required separation.
+Added: As such, the Company has combined these features with the host contract and the Company accounts for the 2028 Notes as a single liability in long-term debt on its consolidated balance sheet.
+Added: The Company determined the fair value of the 2028 Notes on December 5, 2024 to be $ 155.7 million using valuation technique of quoted prices in dealer markets under market approach that resulted in a debt premium of $ 5.7 million.
+Added: Transaction costs of $ 5.8 million incurred related to the issuance of the 2028 Notes, partially offset by the aforementioned premium, were recorded as contra-liability and represents the difference between the principal and the carrying amount of the 2028 Notes, which is amortized to interest expense using the effective interest method over the term of the 2028 Notes.
+Added: As of December 31, 2024, the conversion conditions had not been met and therefore the 2028 Notes were not yet convertible.
The following table reflects the carrying values of the debt agreements as of December 31, 2024 and 2023 as follows :
1 unchanged sentence
(in thousands)
−Removed: Convertible Senior notes (effective interest rate of 0.38 % and 0.40 % as of December 31, 2023 and 2022, respectively)
+Added: Convertible Senior notes (effective interest rate of 0.38 % for both the years ended December 31, 2024 and 2023 for the 2026 Notes and an effective interest rate of 7.77 % for the year ended December 31, 2024 for the 2028 Notes)
Principal amount
5 unchanged sentences
For the years ended December 31, 2024, 2023 and 2022, interest expense related to the Company’s debt obligations was $ 2.3 million, $ 2.7 million, and $ 3.4 million respectively.
−Removed: As of December 31, 2023 and 2022, the total estimated fair value of the Notes were $ 301.4 million and $ 517.5 million, respectively.
+Added: As of December 31, 2024 and 2023, the total estimated fair value of the Company's convertible senior notes were $ 327.7 million and $ 301.4 million, respectively.
Commitments and Contingencies
9 unchanged sentences
2028 70 200 270
−Removed: Thereafter — — —
Total $ 54,586 $ 15,501 $ 70,087
1 unchanged sentence
The Company conducts its operations in many tax jurisdictions throughout the United States.
−Removed: In many of these jurisdictions, non-income-based taxes, such as sales and use and telecommunications taxes are assessed on the Company’s operations.
−Removed: The Company is subject to indirect taxes, and may be subject to certain other taxes, in some of these jurisdictions.
−Removed: Historically, the Company has not billed or collected these taxes and, in accordance with GAAP, the Company has recorded a provision for its tax exposure in these jurisdictions when it is both probable that a liability has been incurred and the amount of the exposure can be reasonably estimated.
−Removed: As a result, the Company has recorded a liability of $ 4.3 million and $ 7.6 million as of December 31, 2023 and 2022, respectively.
−Removed: These estimates are based on several key assumptions, including the taxability of the Company’s products, the jurisdictions in which the Company believes it has nexus and the sourcing of revenues to those jurisdictions.
+Added: In some of these jurisdictions the Company is subject to indirect taxes, such as sales and use taxes, and may be subject to certain other taxes.
+Added: In accordance with GAAP, the Company has recorded a provision for its tax exposure in these jurisdictions when it is both probable that a liability has been incurred and the amount of the exposure can be reasonably estimated.
+Added: The Company has accrued $ 4.3 million as of both December 31, 2024 and 2023, for sales and use tax.
+Added: These estimates are based on several key assumptions, including the taxability of the Company’s operations and the jurisdictions in which the Company believes it has nexus.
In the event these jurisdictions challenge the Company’s assumptions and analysis, its actual exposure could differ materially from its current estimates.
3 unchanged sentences
The Company accrues for contingencies when it believes that a loss is probable and that the Company can reasonably estimate the amount of any such loss.
−Removed: The Company is not presently a party to any legal proceedings that, if determined adversely to it, would individually or taken together have a material effect on the Company’s business, results of operations, financial condition, or cash flows.
−Removed: As of December 31, 2023, the Company has not recorded any significant accruals for loss contingencies associated with such legal proceedings, determined that an unfavorable outcome is probable or reasonably possible, or determined that the amount or range of any possible loss is reasonably estimable.
+Added: On May 24, 2024, a purported securities class action lawsuit was filed in the United States District Court for the Northern District of California, captioned Ken Kula v.
+Added: Fastly, Inc., et al.
+Added: 4:24-cv-03170), naming the Company and certain of its officers as defendants.
+Added: Motions for lead plaintiff were filed on July 23, 2024.
+Added: On August 22, 2024, the court appointed lead plaintiff ("Lead Plaintiff") and lead counsel.
+Added: On November 1, 2024, Lead Plaintiff filed an amended complaint.
+Added: The amended complaint alleges violations of Section 10(b) and 20(a) of the Exchange Act purportedly on behalf of all those who purchased or acquired Fastly securities between November 15, 2023 and August 7, 2024.
+Added: The complaint seeks unspecified compensatory damages, and other relief.
+Added: Defendants filed a motion to dismiss on January 15, 2025.
+Added: It is possible that additional lawsuits will be filed, or allegations made by stockholders, regarding these same or other matters and also naming as defendants the Company and its officers and directors.
+Added: On June 12, 2024, certain of the Company’s officers and directors were named as defendants in a stockholder derivative action filed in the United States District Court for the Northern District of California, captioned Roy v.
+Added: Nightingale, et al.
+Added: 3:24-cv-03549-JCS).
+Added: On July 1, 2024, a stockholder derivative complaint was also filed against certain of the Company's officers and directors in the same court, captioned Steffens v.
+Added: Nightingale et al.
+Added: 4:24-cv-03984-DMR).
+Added: The derivative complaints are based on substantially similar allegations as those in the securities class action.
+Added: The derivative complaints assert that defendants breached their fiduciary duties as directors and/or officers of the Company, as well as claims of unjust enrichment, abuse of control, gross mismanagement, waste of corporate assets, violations of Section 14(a) of the Exchange Act, and contribution under Sections 10(b) and 21D of the Exchange Act.
+Added: On September 17, 2024, the court consolidated and stayed the derivative actions until after resolution of the Company’s motion to dismiss in the above-referenced securities class action.
+Added: On August 23, 2024, a substantially similar stockholder derivative complaint was filed against certain of the Company’s officers and directors in the United States District Court for the District of Delaware, captioned Mark Sweitzer v.
+Added: Nightingale, et al.
+Added: 1:24-cv-00969-GBW) (the “Sweitzer Action”).
+Added: On September 26, 2024, the court stayed the Sweitzer Action until after resolution of the Company's motion to dismiss in the above-referenced securities class action.
+Added: On December 20, 2024, a substantially similar stockholder derivative complaint was filed against certain of the Company’s officers and directors in the United States District Court for the District of Delaware, captioned Bushansky v.
+Added: Nightingale, et al.
+Added: 2024-1322) (the “Bushansky Action”).
+Added: On January 8, 2024, the court stayed the Bushansky Action until after resolution of the Company's motion to dismiss in the above-referenced securities class action.
+Added: It is possible that additional lawsuits will be filed, or allegations made by stockholders, regarding these same or other matters and also naming as defendants the Company and its officers and directors.
+Added: The Company is also party to various disputes that management considers routine and incidental to its business.
+Added: Management does not expect the results of any of these routine actions to have a material effect on the Company's business, results of operations, financial conditions, or cash flows.
+Added: The pending lawsuits and any other related lawsuits are subject to inherent uncertainties, and the actual defense and disposition costs will depend upon many unknown factors.
+Added: The outcome of the pending lawsuits and any other related lawsuits is necessarily uncertain.
+Added: The Company could be forced to expend significant resources in the defense of the pending lawsuits and any additional lawsuits, and it may not prevail.
+Added: In addition, the Company may incur substantial legal fees and costs in connection with such lawsuits.
+Added: The Company is not currently able to estimate the possible cost to it from these matters, as the pending lawsuits are currently at an early stage, and it cannot be certain how long it may take to resolve the pending lawsuits or the possible amount of any damages that it may be required to pay.
+Added: Such amounts could be material to the Company's financial statements if the Company does not prevail in the defense against the pending lawsuits and any other related lawsuits, or even if it does prevail.
+Added: As of December 31, 2024, the Company has not recorded any significant accruals for loss contingencies associated with the above mentioned lawsuits as it does not believe an outcome resulting in a loss is probable.
+Added: It will accrue for loss contingencies if it becomes both probable that it will incur a loss and if the Company can reasonably estimate the amount or range of the loss.
Indemnification
10 unchanged sentences
Stockholders’ Equity
−Removed: The Company’s Amended and Restated Certificate of Incorporation, as amended and restated in May 2019, authorizes the issuance of 1.0 billion shares of Class A common stock and 94.1 million shares of Class B common stock, each at a par value per share of $ 0.00002 .
−Removed: Holders of Class A common stock are entitled to one vote per share and holders of Class B common stock are entitled to 10 votes per share.
−Removed: On July 12, 2021, all outstanding shares of Class B common stock automatically converted into the same number of shares of Class A common stock (the “Conversion”) pursuant to the terms of the Company’s amended and restated certificate of incorporation (the “Certificate”).
−Removed: Upon the Conversion, outstanding options denominated in shares of Class B common stock issued under any of the Company’s equity incentive plans remained unchanged, except that such options now represent the right to receive shares of Class A common stock on exercise.
−Removed: In accordance with the Certificate, the shares of Class B common stock that converted to Class A common stock were retired and will not be reissued by the Company.
−Removed: Accordingly, the Company filed a certificate with the Secretary of State of the State of Delaware effecting the retirement of the shares of Class B common stock that were issued but no longer outstanding following the Conversion.
−Removed: Upon the effectiveness of the certificate, the Company’s total number of authorized shares of capital stock was reduced by the retirement of 94.1 million shares of Class B common stock.
+Added: The Company’s Amended and Restated Certificate of Incorporation, as amended and restated in May 2019, authorizes the issuance of 1.0 billion shares of common stock, each at a par value per share of $ 0.00002 .
+Added: Holders of common stock are entitled to one vote per share.
Equity Incentive Plans
5 unchanged sentences
The Signal Plan includes 251,754 registered shares which can be exercised to purchase shares of Fastly’s common stock.
−Removed: As of December 31, 2023 and 2022, there were 8.9 million and 9.6 million Class A common stock available for issuance under the 2019 Plan, respectively.
−Removed: As of December 31, 2023 and 2022, 133.0 million and 124.3 million shares of Class A common stock were issued and outstanding, respectively.
−Removed: As of both December 31, 2023 and 2022, no shares of Class B common stock were issued and outstanding.
+Added: As of December 31, 2024 and 2023, there were 6.9 million and 8.9 million common stock available for issuance under the 2019 Plan, respectively.
+Added: As of December 31, 2024 and 2023, 142.1 million and 133.0 million shares of common stock were issued and outstanding, respectively.
Stock Options
−Removed: Options granted under the 2011 Plan and 2019 Plan are exercisable for Class A common stock and generally expire within 10 years from the date of grant and generally vest over four years , at the rate of 25 % on the first anniversary of the date of grant and ratably on a monthly basis over the remaining 36-month period thereafter based on continued service.
−Removed: Due to the Conversion on July 12, 2021, options granted under the 2011 Plan are now exercisable for Class A common stock.
+Added: Options granted under the 2011 Plan and 2019 Plan are exercisable for common stock and generally expire within 10 years from the date of grant and generally vest over four years , at the rate of 25 % on the first anniversary of the date of grant and ratably on a monthly basis over the remaining 36-month period thereafter based on continued service.
Forfeitures are recognized as they occur.
7 unchanged sentences
2,710 $ 8.14 5.1 $ 26,383
−Removed: Granted 602 16.47
Exercised ( 293 ) 3.80
6 unchanged sentences
The total grant date fair value of employee options vested for the years ended December 31, 2024, 2023, 2022 was $ 1.9 million, $ 2.1 million, and $ 5.6 million, respectively.
−Removed: The weighted-average grant date fair value for options granted to employees during the year ended December 31, 2023 was $ 10.97 .
−Removed: The Company did not grant any options for the years ended December 31, 2022 and 2021.
+Added: The weighted-average grant date fair value for options granted to employees during the years ended December 31, 2023 was $ 10.97 .
+Added: The Company did not grant any options for the years ended December 31, 2024.
The Company estimates the fair value of stock options on the date of grant using the Black-Scholes option-pricing model.
−Removed: Each of the Black-Scholes inputs is subjective and generally requires significant judgments to determine.
+Added: The Company did not grant any options for the years ended December 31, 2024.
The Company estimated the fair value of stock option awards during the year ended December 31, 2023 on the date of the grant using the Black-Scholes option pricing model with the following weighted-average assumptions:
8 unchanged sentences
This unrecognized stock-based compensation cost is expected to be recognized over a weighted-average period of approximately 2.6 years.
−Removed: Early Exercise of Stock Options
−Removed: Certain stock options granted by the Company are exercisable at the date of grant, with unvested shares subject to repurchase by the Company in the event of voluntary or involuntary termination of employment of the stockholder.
−Removed: Such exercises are recorded as a liability on the accompanying consolidated balance sheets and reclassified into equity as the options vest.
−Removed: During the year ended December 31, 2021, the Company modified the terms of 47,882 unvested options subject to repurchase, with an exercise value of approximately $ 0.2 million, to become fully vested upon change in service status.
−Removed: As of December 31, 2021, a total of 90,977 shares of Class B Common Stock were subject to repurchase by the Company at the lower of (i) the fair market value of such shares on the date of repurchase, or (ii) the original exercise price of such shares.
−Removed: The corresponding exercise value of approximately $ 0.4 million as of December 31, 2021, was recorded in other current liabilities and other liabilities on the related consolidated balance sheets.
−Removed: The Company did not have any early exercise awards for the year ended December 31, 2023 and 2022.
Restricted Stock Units (“RSUs”)
1 unchanged sentence
The fair value of RSUs is based on the grant date fair value and is expensed on a straight-line basis over the applicable vesting period.
−Removed: RSUs granted to new hires typically vest over three or four years , at the rate of 33 % or 25 %, respectively, on the first anniversary of the vesting start date and ratably on a quarterly basis over the remaining 24-month or 36-month period thereafter, respectively.
+Added: RSUs granted to new hires typically vest over three or four years , at the annual rate of 33 % or 25 %, respectively, on the first anniversary of the vesting start date and ratably on a quarterly basis over the remaining 24-month or 36-month period thereafter, respectively.
RSUs granted to existing employees typically vest in equal quarterly installments over a three or four-year service period.
18 unchanged sentences
In conjunction with a prior acquisition in fiscal 2020, a restriction was placed on 896,499 shares belonging to the three co-founders of the target which are subject to revesting on a quarterly basis over a 2-year period.
−Removed: The Company did no t recognize any stock-based compensation expense related to revest shares for the year ended December 31, 2023.
+Added: The Company did no t recognize any stock-based compensation expense related to revest shares for the years ended December 31, 2024 and 2023.
For the year ended December 31, 2022, the Company recognized stock-based compensation expense related to revest shares of $ 27.6 million.
8 unchanged sentences
For the year ended December 31, 2022, the Company recognized stock-based compensation expense of $ 5.6 million associated with the modification of these awards, which is included in the total stock-based compensation expense.
−Removed: For the year ended December 31, 2023, the Company did no t recognize any stock-based compensation expense associated with the modification of these awards.
+Added: For the years ended December 31, 2024 and 2023, the Company did no t recognize any stock-based compensation expense associated with the modification of these awards.
Performance-Based Restricted Stock Units ("PSUs")
Performance stock awards for executive officers ("executive PSUs”)
−Removed: In February 2021, pursuant to the Company’s 2019 Equity Incentive Plan, the Company granted shares of executive PSUs to certain employees of the Company, which are to vest based on the level of achievement of certain Company and individual targets related to the Company’s operating plan for the fiscal year 2021 (“2021 Operating Plan”).
−Removed: In February 2022,
−Removed: the Company concluded that the minimum target performance to be eligible for vesting under the 2021 Operating Plan was not attained, and as such, none of the 2021 executive PSUs were eligible to vest and the awards were cancelled.
In February 2022, pursuant to the Company’s 2019 Equity Incentive Plan, the Company granted certain employees shares of executive PSUs, which are to vest based on the level of achievement of certain Company-wide targets related to the Company’s operating plan for the fiscal year 2022.
The Company has accounted for these awards as equity-based awards and will recognize stock-based compensation expense over the employees’ requisite service period based on the expected attainment of the Company-wide targets as of the end of each reporting period.
−Removed: On March 29, 2023, May 4, 2023, and May 30, 2023, pursuant to the Company’s 2019 Equity Incentive Plan, the Company granted certain employees shares of executive PSUs, which are to vest based on the level of achievement of certain Company-wide targets related to the Company’s operating plan for the fiscal year 2023.
+Added: In March and May, 2023, pursuant to the Company’s 2019 Equity Incentive Plan, the Company granted certain employees shares of executive PSUs, which are to vest based on the level of achievement of certain Company-wide targets related to the Company’s operating plan for the fiscal year 2023.
The Company has accounted for these awards as equity-based awards and will recognize stock-based compensation expense over the employees’ requisite service period based on the expected attainment of the Company-wide targets as of the end of each reporting period.
+Added: In February 2024, pursuant to the Company’s 2019 Equity Incentive Plan, the Company granted certain employees shares of PSUs, which are to vest based on the level of achievement of certain Company-wide targets related to the Company’s operating plan for the fiscal year 2024.
+Added: The Company has accounted for these awards as equity-based awards and will recognize stock-based compensation expense over the employees' requisite service period based on the expected attainment of the Company-wide targets as of the end of each reporting period.
Number of Shares Weighted-Average Grant Date Fair Value Per Share
5 unchanged sentences
Nonvested executive PSUs as of December 31, 2024
+Added: 1,089 $ 13.21
For the years ended December 31, 2024, 2023 and 2022, the Company recognized $ 3.5 million, $ 4.3 million, and $ 1.4 million of stock-based compensation expense associated with these awards, respectively.
Company-wide Bonus Program (“Bonus Program”)
−Removed: On February 11, 2022, the Compensation Committee approved a company-wide bonus program, including performance targets, to most of the Company’s employees on active payroll in fiscal year 2022.
+Added: In February 2022, the Compensation Committee approved a company-wide bonus program, including performance targets, to most of the Company’s employees on active payroll in fiscal year 2022.
Shares awarded under the program were paid out in February 2023 in fully vested RSUs and based on the final attainment of Company-wide performance targets which were tied to its operating plan for fiscal year 2022.
1 unchanged sentence
In February 2023, the Company paid out the bonus liability associated with the 2022 Bonus Program in 1.2 million of restricted stock units, and correspondingly recorded a charge to additional paid-in-capital of $ 16.6 million.
−Removed: On March 29, 2023, the Compensation Committee approved a company-wide bonus program, including performance targets, to most of the Company’s employees on active payroll in fiscal year 2023.
+Added: In March 2023, the Compensation Committee approved a company-wide bonus program, including performance targets, to most of the Company’s employees on active payroll in fiscal year 2023.
+Added: Shares awarded under the program were paid out in February 2024 in fully vested RSUs and based on the final attainment of Company-wide performance targets which were tied to its operating plan for fiscal year 2023.
+Added: The Company recognized stock-based compensation expense over the employees requisite service period, based on the final attainment of the Company-wide targets.
+Added: In February 2024, the Company paid out the bonus liability associated with the 2023 Bonus Program in 1.9 million of restricted stock units, and correspondingly recorded a charge to additional paid-in-capital of $ 26.8 million.
+Added: In February 2024, the Compensation Committee approved a company-wide bonus program, including performance targets, to most of the Company’s employees on active payroll in fiscal year 2024.
Shares awarded under the program will be in fully vested RSUs and will be based on the final attainment of Company-wide performance targets which are tied to its operating plan for fiscal year 2024.
The payout of the 2024 Company-wide bonus program will vary linearly between 50 %, 100 % and 150 % based on the achievement of these targets.
−Removed: Employees are required to be employed through the payout date to earn the awards.
+Added: Employees are required to be employed through the payout date to
+Added: earn the awards.
The Company has accounted for these awards as liability-based awards, since the monetary value of the obligation associated with the award is based predominantly on a fixed monetary amount known at inception, and it has an unconditional obligation that it must or may settle by issuing a variable number of its equity shares.
The Company is recognizing the stock-based compensation expense over the employees requisite service period, based on the expected attainment of the Company-wide targets as of the end of each reporting period.
−Removed: During the years ended December 31, 2023, and 2022, the Company recognized $ 24.7 million and $ 14.9 million of stock-based compensation expense associated with the Bonus Programs, respectively.
−Removed: The Company did no t recognize any stock-based compensation expense associated with the Bonus Program for the year ended December 31, 2021.
+Added: During the years ended December 31, 2024, 2023 and 2022, the Company recognized $ 10.0 million, $ 24.7 million and $ 14.9 million of stock-based compensation expense associated with the Bonus Programs, respectively.
Market-Based Performance Stock Awards (“MPSUs”)
−Removed: In September 2022 and January 2023, pursuant to the Company’s 2019 Equity Incentive Plan, the Company granted certain employees shares of MPSUs, which are to vest upon the satisfaction of the Company’s achievement of specified Fastly
−Removed: Class A common stock price targets during the applicable performance period.
+Added: In September 2022 and January 2023, pursuant to the Company’s 2019 Equity Incentive Plan, the Company granted certain employees shares of MPSUs, which are to vest upon the satisfaction of the Company’s achievement of specified Fastly common stock price targets during the applicable performance period.
In addition, the awards are subject to each recipient’s continuous service through each applicable vest dates.
5 unchanged sentences
Nonvested MPSUs as of December 31, 2023
−Removed: Granted 87 7.25
−Removed: Vested ( 540 ) 7.84
Cancelled/forfeited ( 158 ) 6.56
1 unchanged sentence
Stock-based compensation expense relating to the MPSUs are recognized using the accelerated attribution method over the derived service period.
−Removed: For the year ended December 31, 2023, the Company recognized $ 5.9 million of stock-based compensation expense associated with these awards.
+Added: For the years ended December 31, 2024, 2023 and 2022, the Company recognized $ 2.8 million, $ 5.9 million and $ 2.1 million of stock-based compensation expense associated with these awards, respectively.
Total unrecognized stock-based compensation expense related to the unvested portion of the MPSUs was $ 1.9 million as of December 31, 2024.
1 unchanged sentence
Employee Stock Purchase Program (“ESPP”)
−Removed: The ESPP allows eligible employees to purchase shares of the Company’s Class A common stock through payroll deductions of up to 15 % of their eligible compensation.
+Added: The ESPP allows eligible employees to purchase shares of the Company’s common stock through payroll deductions of up to 15 % of their eligible compensation.
The ESPP provides for six-month offering periods, commencing in May and November of each year.
−Removed: At the end of each offering period employees are able to purchase shares at 85 % of the lower of the fair market value of the Company’s Class A common stock on the first trading day of the offering period or on the date of purchase.
+Added: At the end of each offering period employees are able to purchase shares at 85 % of the lower of the fair market value of the Company’s common stock on the first trading day of the offering period or on the date of purchase.
The Company estimates the fair value of shares to be issued under the ESPP on the first day of the offering period using the Black-Scholes valuation model.
The inputs to the Black-Scholes option pricing model are the Company’s stock price on the first date of the offering period, the risk-free interest rate, the estimated volatility of the Company’s stock price over the term of the offering period, the expected term of the offering period and the expected dividend rate.
−Removed: Stock-based compensation expense related to the ESPP is recognized on a straight-line basis over the offering period.
+Added: Stock-based compensation
+Added: expense related to the ESPP is recognized on a straight-line basis over the offering period.
Forfeitures are recognized as they occur.
14 unchanged sentences
This unrecognized stock-based compensation cost is expected to be recognized over a weighted-average period of approximately 0.4 years.
−Removed: During the years ended December 31, 2023, 2022 and 2021, an aggregate of 1.0 million and 0.5 million and 0.2 million shares of the Company’s Class A common stock was purchased under the ESPP, respectively.
+Added: During the years ended December 31, 2024, 2023 and 2022, an aggregate of 1.0 million, 1.0 million and 0.5 million shares of the Company’s common stock was purchased under the ESPP, respectively.
Equity Awards Modification
+Added: There were no material equity modifications in the year ended December 31, 2024.
In September 2023, as part of one employee's separation and transition plan, the Company modified this employee’s outstanding equity awards in an amount that would have vested if this individual had remained an employee for an additional period of time.
13 unchanged sentences
For the years ended December 31, 2024, 2023 and 2022, the Company capitalized $ 10.3 million, $ 10.1 million, and $ 8.0 million of stock-based compensation expense, respectively.
−Removed: For the year ended December 31, 2023, the Company recognized $ 24.7 million of stock-based compensation expense associated with liability classified awards related to the company-wide Bonus Program.
+Added: For the years ended December 31, 2024 and 2023, the Company recognized $ 10.0 million and $ 24.7 million of stock-based compensation expense associated with liability classified awards related to the company-wide Bonus Program, respectively.
For the year ended December 31, 2022, the Company recognized $ 25.5 million of stock-based compensation expense associated with liability classified awards related to the company-wide Bonus Program and certain of the Company’s Revest Shares that were modified.
−Removed: The Company did not recognize any stock-based compensation expense associated with liability classified awards for the year ended December 31, 2021.
Net Loss Per Share Attributable to Common Stockholders
1 unchanged sentence
Diluted net loss per share is computed by dividing net loss by diluted weighted-average shares outstanding, including potentially dilutive securities.
−Removed: On July 12, 2021, the shares of Class B common stock that converted to Class A common stock were retired and will not be reissued by the Company.
−Removed: Prior to that date, the Company computed net loss per share using the two-class method required for multiple classes of common stock and participating securities.
−Removed: The rights of the holders of the Class A common stock and Class B common stock are identical, except with respect to voting and conversion.
−Removed: Accordingly, the Class A common stock and Class B common stock share equally in the Company’s net losses.
The following table presents the computation of basic and diluted net loss per share of common stock (in millions, except per share data):
5 unchanged sentences
Net loss per share attributable to common stockholders, basic and diluted $ ( 1.14 ) $ ( 1.03 ) ( 1.57 )
−Removed: (1) Class A common stock includes the issuance of 12.9 million shares of Class A common stock issued by the Company in connection with the IPO and the shares issued in connection with the follow-on offering on May 26, 2020.
−Removed: It also includes shares issued upon the exercise of options and vesting of RSUs granted subsequent to the IPO, shares issued as part of the prior acquisitions, and converted Common B shares.
−Removed: (2) Class B common stock includes, for all periods presented, common stock issued prior to the IPO and the conversion of all of the Company’s preferred stock into an aggregate of 53.6 million shares of the Company’s Class B common stock upon closing of the IPO.
−Removed: Some of these shares were previously converted into shares of Class A common stock.
−Removed: On July 12, 2021, all shares of Class B common stock were converted into shares of Class A common stock.
The following securities were excluded from the computation of diluted net loss per share of common stock for the periods presented as their effect would have been antidilutive:
5 unchanged sentences
RSUs 11,982 11,244 11,990
−Removed: Revest shares — — 336
PSUs 1,089 732 267
16 unchanged sentences
Current tax provision (benefit):
−Removed: Deferred tax benefit:
+Added: 200 57 ( 79 )
+Added: Deferred tax expense (benefit):
+Added: 1,793 ( 900 ) —
Total tax expense (benefit) $ 2,604 $ ( 221 ) $ 94
9 unchanged sentences
Disallowed executive compensation
+Added: ( 2 ) ( 3 ) —
Restructuring — — —
Effective tax rate ( 2 ) % — % — %
−Removed: The Company recorded tax benefit of $ 0.2 million for the year ended December 31, 2023 and recorded tax expense of $ 0.1 million for both the years ended December 31, 2022 and 2021.
+Added: The Company recorded tax expense of $ 2.6 million and a tax benefit of $ 0.2 million for the years ended December 31, 2024 and 2023, respectively, and recorded tax expense of $ 0.1 million for the year ended December 31, 2022.
The Company’s income tax expense (benefit) is primarily due to income taxes from certain foreign jurisdictions where the Company conducts business and state minimum income taxes in the United States.
64 unchanged sentences
The unrecognized tax benefits, if recognized and in absence of full valuation allowance, would impact the income tax provision by $ 26.0 million and $ 23.2 million at December 31, 2024 and 2023, respectively.
−Removed: As of December 31, 2023, the Company does not believe that it is reasonably possible that its unrecognized tax benefits would significantly change in the following 12 months.
+Added: As of December 31, 2024, the Company believes that it is reasonably possible that its unrecognized tax benefits will decrease by $ 4.3 million in the following 12 months.
The Company’s policy is to recognize interest and penalties associated with uncertain tax benefits as part of the income tax provision and include accrued interest and penalties with the related income tax liability on its consolidated balance sheet.
2 unchanged sentences
federal and state taxing jurisdictions, tax periods in which certain loss and credit carryovers are generated remain open for audit until such time as the limitation period ends for the year in which such losses or credits are utilized.
−Removed: Information About Revenue and Geographic Areas
+Added: Segment and Geographic Information
+Added: The Company operates as one single operating and reportable segment.
+Added: The Chief Operating Decision Maker (“CODM”) is the Company's Chief Executive Officer (“CEO”), who reviews financial information presented on a consolidated basis, accompanied by disaggregated information about its revenue, for purposes of making operating decisions, assessing financial performance and allocating resources.
+Added: Net loss is the Company's primary measure of profit or loss, and all costs and expenses categories on the Company's consolidated statements of operations, as well as share-based compensation, depreciation and amortization expenses, are significant.
+Added: Refer to Note 11 for additional information about the Company's share-based compensation expense.
+Added: Refer to Note 6 and 8 for additional information about the Company's depreciation and amortization expenses, respectively.
+Added: The Company's other segment items include net gain on extinguishment of debt, interest income, interest expense, other expense, net and income tax expense (benefit) on the Company's consolidated statements of operations.
Revenue by geography is based on the billing address of the customer.
7 unchanged sentences
Total long-lived assets $ 229,530 $ 231,820
−Removed: Subsequent Event
−Removed: On February 16, 2024, the Company 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.
+Added: Restructuring Charges
+Added: During the year ended December 31, 2024, in an effort to streamline its organization, the Company initiated a restructuring plan to reduce expenses including a reduction of the Company’s workforce.
+Added: In connection with this plan, the Company incurred charges of $ 9.7 million primarily consisting of employee-related severance and termination benefits.
+Added: These charges are included within the restructuring charges line in the Company's consolidated statements of operations.
+Added: The plan was substantially completed by December 31, 2024.
+Added: The following table presents activity related to the liability, which is recorded in accrued expenses in the Company's consolidated balance sheet, for restructuring-related employee severance and benefits:
+Added: (in thousands)
+Added: Balance as of January 1, 2024
+Added: Restructuring charges
+Added: Cash payments ( 9,560 )
+Added: Balance as of December 31, 2024
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
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.