What changed in this filing

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Item 9A. Controls and Procedures

2026-02-25 compared with 2025-02-26 · 81 added, 51 removed, 199 unchanged (40% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of December 31, 2024.

Based on such evaluation, our Chief Executive Officer and our Chief Financial Officer have concluded that, as of such date, due to the material weakness described below, our disclosure controls and procedures were not effective as of December 31, 2024.

Our disclosure controls and procedures are designed to ensure that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and our Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Based on such evaluation, our Chief Executive Officer and our Chief Financial Officer have concluded that as of December 31, 2025, our disclosure controls and procedures were, in design and operation, effective at a reasonable assurance level.

Management's Annual Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting and for the assessment of the effectiveness of internal control over financial reporting as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act.

Under the supervision and with the participation of our Chief Executive Officer and our Chief Financial Officer and oversight of the board of directors, our management conducted an assessment of the effectiveness of our internal control over financial reporting as of December 31, 2024, based on the criteria established in Internal Control Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on the results of its assessment, due to the material weakness described below, management concluded that our disclosure controls and procedures were not effective.

Material Weakness

We identified a material weakness in our internal control over financial reporting for the year ended December 31, 2024.

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

We identified deficiencies in the design and operating effectiveness of controls within the revenue process.

These deficiencies are related to certain business process controls primarily caused by a lack of sufficiently qualified personnel due to turnover, information technology general controls, including the failure to receive a service auditor’s report for our billing system hosted by a third-party, and insufficient monitoring controls over such third-party service provider.

In the aggregate, these deficiencies created a reasonable possibility that a material misstatement to the consolidated financial statements might not be prevented or detected on a timely basis, and represent a material weakness.

The material weakness did not result in a misstatement, but could result in misstatements to our financial statements in the future, if not remediated.

Management has concluded that the financial statements included elsewhere in this Annual Report present fairly, in all material respects, our financial position, results of operations and cash flows in conformity with U.S.

The effectiveness of our internal control over financial reporting as of December 31, 2024 has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report which is included in Part II, Item 8—Financial Statements and Supplementary Data, of this Annual Report on Form 10-K.

Remediation Efforts with Respect to the Material Weakness

The process of implementing an effective system of internal control over financial reporting is a continuous effort that requires us to anticipate and react to changes in our business and the economic and regulatory environments and to expend significant resources to maintain a financial reporting system that is adequate to satisfy our reporting obligations.

We have taken and will continue to take action to remediate this material weakness, including:

• Hiring and training sufficiently qualified personnel with appropriate technical expertise within the revenue process;

• Enhancing the effectiveness of our change management and user access controls over systems within the revenue process by strengthening policies, procedures, review processes, and documentation;

• Enhancing our controls over the ongoing monitoring of third-party service providers to confirm their service auditor reports are timely provided to evidence design, implementation, and operating effectiveness of controls within the service organization’s framework of internal controls;

• Reassessing the design and effectiveness of controls over the timely input of complete and accurate customer contract information that is used for the processing and recording of billing and revenue transactions in our systems.

As we continue to evaluate and work to improve our internal control over financial reporting, we may decide to take additional measures to address control deficiencies or modify the remediation plans described above.

We believe that these actions will remediate the material weakness, however the weakness will not be considered remediated until the applicable controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively.

Management believes the foregoing plans will effectively remediate the deficiencies constituting the material weakness.

Our management conducted an assessment of the effectiveness of our internal control over financial reporting as of December 31, 2025 based on the criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

The effectiveness of our internal control over financial reporting as of December 31, 2025 has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in its report which is included in Item 9 of this Annual Report on Form 10-K.

Remediation of Previously Reported Material Weakness

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

As previously reported in Item 9A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, management identified a material weakness in the fiscal year ended December 31, 2024.

The previously reported material weakness related to deficiencies in the design and operating effectiveness of controls within the revenue process.

These deficiencies related to certain business process controls primarily caused by a lack of sufficiently qualified personnel due to turnover, information technology general controls, including the failure to receive a service auditor’s report for our billing system hosted by a third-party, and insufficient monitoring controls over such third-party service providers.

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

• Hired a new Chief Financial Officer, Chief Accounting Officer, and additional senior resources in Finance and Accounting with appropriate technical expertise within the revenue process;

• Enhanced our change management and user access controls over systems within the revenue process by strengthening policies, procedures, review processes, and documentation;

• Enhanced our controls over the ongoing monitoring of third-party service providers, including timely receipt of relevant service auditor reports to evidence design, implementation, and operating effectiveness of controls within the service organization’s framework of internal controls;

• Enhanced the design and effectiveness of controls over the timely input of complete and accurate customer contract information that is used for the processing and recording of billing and revenue transactions in our systems.

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

Management concluded that the deficiencies leading to the material weakness were remediated as of December 31, 2025.

Changes in Internal Control over Financial Reporting

Other than as described above, there have been no changes in our internal control over financial reporting in connection with the evaluation required by Rules 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the period covered by this Annual Report on Form 10-K that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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

There were no other changes during the year ended December 31, 2025 in our internal control over financial reporting that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitations on Effectiveness of Controls

7 unchanged sentences

and subsidiaries (the “Company”) as of December 31, 2025,based on criteria established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, because of the effect of the material weakness identified below on the achievement of the objectives of the control criteria, the Company has not maintained effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control—Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2025, of the Company and our report dated February 25, 2026, expressed an unqualified opinion on those financial statements.

15 unchanged sentences

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Material Weakness

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis.

The following material weakness has been identified and included in management's assessment:

The Company identified deficiencies in the design and operating effectiveness of controls within the revenue process.

This material weakness was considered in determining the nature, timing, and extent of audit tests applied in our audit of the consolidated financial statements as of and for the year ended December 31, 2024, of the Company, and this report does not affect our report on such financial statements.

/s/ Deloitte & Touche LLP

10 unchanged sentences

Our Code of Business Conduct and Ethics is available on our website at www.fastly.com/investors under the “Governance” tab.

Within the time period required by the SEC and the NYSE, we will post on our website at www.fastly.com/investors under the “Governance” tab any amendment to our Code of Business Conduct and Ethics or any waivers of such provisions granted to executive officers and directors.

We have adopted insider trading policies and procedures governing the purchase, sale, and other dispositions of our securities by directors, officers and employees that are designed to promote compliance with insider trading laws, rules and regulations, and applicable NYSE listing standards, as well as procedures designed to further the foregoing purposes.

Within the time period required by the SEC and The Nasdaq Stock Market LLC ("Nasdaq"), we will post on our website at www.fastly.com/investors under the “Governance” tab any amendment to our Code of Business Conduct and Ethics or any waivers of such provisions granted to executive officers and directors.

We have adopted insider trading policies and procedures governing the purchase, sale, and other dispositions of our securities by directors, officers and employees that are designed to promote compliance with insider trading laws, rules and regulations, and applicable Nasdaq standards, as well as procedures designed to further the foregoing purposes.

A copy of our insider trading policy is filed with this Annual Report on Form 10-K as Exhibit 19.1.

38 unchanged sentences

8-K 001-38897 4.2 December 5, 2024

Indenture, dated as of December 9, 2025, between Fastly, Inc.

Bank Trust Company, National Association, as trustee.

001-38897 4.1 December 9, 2025

Form of certificate representing the 0% Convertible Senior Notes due 2030 (included as Exhibit A to Exhibit 4.1).

001-38897 4.2 December 9, 2025

F orm of Confirmation for Capped Call Transactions.

001-38897 10.1 December 9, 2025

Description of Securities.

2 unchanged sentences

S-1 333-230953 10.2 April 19, 2019

Number Exhibit Description Form File No.

Exhibit Filing Date Filed Herewith

10.2+ Forms of Option Agreement, Notice of Stock Option Grant, and Exercise Notice under 2011 Equity Incentive Plan.

6 unchanged sentences

10-Q 001-38897 10.3 August 9, 2019

Number Exhibit Description Form File No.

Exhibit Filing Date Filed Herewith

10.6+ 2019 Employee Stock Purchase Plan.

17 unchanged sentences

S-1 333-230953 10.32 April 19, 2019

Third Amendment to Lease Agreement, by and between Fastly, Inc.

and CLPF-475 Brannan Street, L.P., dated November 9, 2020.

001-38897 10.2

August 6, 2025

Fourth Amendment to Lease Agreement, by and between Fastly, Inc.

and CLPF-475 Brannan Street, L.P., dated June 13, 2025.

001-38897 10.3

August 6, 2025

Executive Change in Control and Severance Benefit Plan.

7 unchanged sentences

Stock Ownership Guidelines.

S-1/A 333-230953 10.33 May 6, 2019

001-38897 10.3

Employment Terms by and between Fastly, Inc.

9 unchanged sentences

10.2 August 2, 2023

Number Exhibit Description Form File No.

Exhibit Filing Date Filed Herewith

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

12 unchanged sentences

001-38897 10.1 August 7, 2024

Insider Trading Po li cy

Offer Letter by and between Fastly, Inc.

and Kip Compton, dated June 13, 2025.

8-K 001-38897 10.1

June 16, 2025

2025 Employment Inducement Incentive Plan

001-38897 10.4

August 6, 2025

Form of Restricted Stock Unit Award Agreement under the 2025 Employment Inducement Incentive Plan

001-38897 10.5

August 6, 2025

Form of rTSR Restricted Stock Unit Award Agreement under 2019 Equity Incentive Plan

001-38897 10.6

August 6, 2025

Offer Letter by and between Fastly, Inc.

and Richard Wong, dated August 1, 2025.

001-38897 10.1

August 6, 2025

Offer Letter by and between Fastly, Inc.

and Scott Lovett, dated August 1, 2025.

001-38897 10.2

August 6, 2025

Transition and Separation Agreement by and between Fastly, Inc.

and Ronald Kisling, dated August 1, 2025 .

001-38897 10.3

August 6, 2025

Amendment to Transition and Separation Agreement by and between Fastly, Inc.

and Ronald Kisling, dated February 23, 2026.

Insider Trading Policy

21.1 Subsidiaries of the Registrant.

1 unchanged sentence

February 24, 2023

Number Exhibit Description Form File No.

Exhibit Filing Date Filed Herewith

23.1 Consent of Independent Registered Public Accounting Firm.

6 unchanged sentences

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

Number Exhibit Description Form File No.

Exhibit Filing Date Filed Herewith

Incentive Compensation Recoupment Policy.

13 unchanged sentences

February 25, 2026 By:

/s/ Todd Nightingale

Todd Nightingale

/s/ Charles Compton

Charles Compton

Chief Executive Officer (Principal Executive Officer)

February 25, 2026 By:

/s/ Ronald W.

/s/ Richard Wong

Chief Financial Officer (Principal Financial and Accounting Officer)

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Todd Nightingale and Ronald W.

Kisling, and each of them, as his or her true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for such individual in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or the individual’s substitute, may lawfully do or cause to be done by virtue hereof.

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Charles Compton and Richard Wong, and each of them, as his or her true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for such individual in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or the individual’s substitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed by the following persons on behalf of the Company and in the capacities and on the dates indicated.

Signature Title Date

/s/ Todd Nightingale Chief Executive Officer February 25, 2025

Todd Nightingale (Principal Executive Officer)

/s/ Ronald W.

Kisling Chief Financial Officer February 25, 2025

Kisling (Principal Financial Officer and Principal Accounting Officer)

/s/ Charles Compton Chief Executive Officer February 25, 2026

Charles Compton

(Principal Executive Officer)

/s/ Richard Wong Chief Financial Officer February 25, 2026

(Principal Financial Officer and Principal Accounting Officer)

/s/ David Hornik

18 unchanged sentences

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

What changed 10-K

Item 9A. Controls and Procedures