Item 9A. Controls and Procedures
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
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.
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 Securities Exchange Act) as of December 31, 2025. 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. 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; and
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• 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
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
An effective internal control system, no matter how well designed, has inherent limitations, including the possibility of human error or overriding of controls, and therefore can provide only reasonable assurance with respect to reliable financial reporting. Because of its inherent limitations, our internal control over financial reporting may not prevent or detect all misstatements, including the possibility of human error, the circumvention or overriding of controls, or fraud. Effective internal controls can provide only reasonable assurance with respect to the preparation and fair presentation of financial statements.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders and the Board of Directors of Fastly, Inc.
Opinion on Internal Control over Financial Reporting
We have audited the internal control over financial reporting of Fastly, Inc. 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, 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.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
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Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. 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.
/s/ Deloitte & Touche LLP
San Francisco, California
February 25, 2026
Item 9B. Other Information
Trading Arrangements
During the Company’s last fiscal quarter, none of the Company’s directors and officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated contracts, instructions or written plans for the purchase or sale of the Company’s securities.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
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PART III
Item 10. Directors, Executive Officers, and Corporate Governance
Information required by this Item is incorporated by reference to the sections of our proxy statement to be filed with the SEC no later than 120 days after December 31, 2025 in connection with our 2026 Annual Meeting of Stockholders (the “Proxy Statement”).
We have adopted a Code of Business Conduct and Ethics for our directors, officers (including our principal executive officer, principal financial officer and principal accounting officer) and employees. 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 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.
Item 11. Executive Compensation
Information required by this Item is incorporated by reference to our Proxy Statement.
Item 12. S ecurity Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Information required by this Item is incorporated by reference to our Proxy Statement.
Item 13. Certain Relationships and Related Transactions and Director Independence
Information required by this Item is incorporated by reference to our Proxy Statement.
Item 14. Principal Accountant Fees and Services
Information required by this Item is incorporated by reference to our Proxy Statement.
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PART IV
Item 15. Exhibits
(a)(1) Financial statements
The information concerning the Company’s financial statements and the Report of Independent Registered Public Accounting Firm required by this Item 15(a)(1) is incorporated by reference herein to the section of this Annual Report on Form 10-K in Part II, Item 8, “Financial Statements and Supplementary Data.”
(a)(2) Financial statement schedules
All financial statement schedules have been omitted as the information is not required under the related instructions or is not applicable or because the information required is already included in the financial statements or the notes to those financial statements.
(a)(3) Exhibits
We have filed, or incorporated into this Annual Report on Form 10-K by reference, the exhibits listed on the accompanying Exhibit Index immediately preceding the signature page of this Annual Report on Form 10-K.
Exhibit
Number Exhibit Description Form File No. Exhibit Filing Date Filed Herewith
3.1 Amended and Restated Certificate of Incorporation .
8-K 001-38897
3.1 May 21, 2019
3.2 Certificate of Amendment of Amended and Restated Certificate of Incorporation.
8-K 001-38897 3.1 June 10, 2020
3.3 Certificate of Retirement.
8-K 001-38897 3.1 July 13, 2021
3.4 Amended and Restated Bylaws .
8-K
001-38897 3.1
August 15, 2024
4.1 Form of Class A common stock certificate of Fastly, Inc.
S-1/A 333-230953 4.1 May 6, 2019
4.2 Reference is made to Exhibits 3.1 through 3.3.
4.3 Indenture, dated as of March 5, 2021, by and between Fastly, Inc. and U.S. Bank National Association, as Trustee.
8-K 001-38897 4.1 March 5, 2021
4.4 Form of Note, representing Fastly, Inc.’s 0% Convertible Senior Notes due 2026 (included as Exhibit A to the Indenture filed as Exhibit 4.3).
8-K 001-38897 4.2 March 5, 2021
4.5
Indenture, dated as of December 5, 2024, between Fastly, Inc. and U.S. Bank Trust Company, National Association, as trustee.
8-K 001-38897 4.1 December 5, 2024
4.6
Form of Certificate representing the 7.75% Convertible Senior Notes due 2028 (included as Exhibit A to the Indenture filed as Exhibit 4.1)
8-K 001-38897 4.2 December 5, 2024
4.7
Indenture, dated as of December 9, 2025, between Fastly, Inc. and U.S. Bank Trust Company, National Association, as trustee.
8-K
001-38897 4.1 December 9, 2025
4.8
Form of certificate representing the 0% Convertible Senior Notes due 2030 (included as Exhibit A to Exhibit 4.1).
8-K
001-38897 4.2 December 9, 2025
4.9
F orm of Confirmation for Capped Call Transactions.
8-K
001-38897 10.1 December 9, 2025
4.10
Description of Securities.
10-K 001-38897 4.5 March 1, 2022
10.1+ 2011 Equity Incentive Plan, as amended to date.
S-1 333-230953 10.2 April 19, 2019
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Exhibit
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.
S-1 333-230953 10.3 April 19, 2019
10.3+ 2019 Equity Incentive Plan.
S-1/A 333-230953 10.4 May 6, 2019
10.4+ Forms of Option Agreement, Notice of Stock Option Grant, and Exercise Notice under 2019 Equity Incentive Plan.
S-1/A 333-230953 10.5 May 6, 2019
10.5+ Form of Restricted Stock Unit Award Agreement under 2019 Equity Incentive Plan .
10-Q 001-38897 10.3 August 9, 2019
10.6+ 2019 Employee Stock Purchase Plan.
S-1/A 333-230953 10.7 May 6, 2019
10.7 Form of Indemnification Agreement by and between Fastly, Inc. and each of its directors and executive officers .
S-1/A 333-230953 10.8 May 6, 2019
10.8+ Cash Incentive Bonus Plan.
S-1/A 333-230953 10.9 May 6, 2019
10.9+ Employment Terms by and between Fastly, Inc. and Artur Bergman, dated May 3, 2019.
S-1/A 333-230953 10.10 May 6, 2019
10.10
Office Lease Agreement, by and between Fastly, Inc. and CLPF-475 Brannan Street, L.P., dated August 22, 2014.
S-1 333-230953 10.17 April 19, 2019
10.11
First Amendment to Lease Agreement, by and between Fastly, Inc. and CLPF-475 Brannan Street, L.P., dated May 27, 2015.
S-1 333-230953 10.18 April 19, 2019
10.12
Second Amendment to Lease Agreement, by and between Fastly, Inc. and CLPF-475 Brannan Street, L.P., dated March 11, 2019.
S-1 333-230953 10.32 April 19, 2019
10.13
Third Amendment to Lease Agreement, by and between Fastly, Inc. and CLPF-475 Brannan Street, L.P., dated November 9, 2020.
10-Q
001-38897 10.2
August 6, 2025
10.14
Fourth Amendment to Lease Agreement, by and between Fastly, Inc. and CLPF-475 Brannan Street, L.P., dated June 13, 2025.
10-Q
001-38897 10.3
August 6, 2025
10.15+
Executive Change in Control and Severance Benefit Plan.
S-1/A 333-230953 10.31 May 6, 2019
10.16
2022 Change in Control and Severance Plan and form of participation agreement thereunder.
10-Q
001-38897 10.2
August 7, 2024
10.17+
Non-Employee Director Compensation Policy, as amended.
10-K
001-38897 10.14
February 21, 2024
10.18
Stock Ownership Guidelines.
10-Q
001-38897 10.3
May 1, 2024
10.19+
Employment Terms by and between Fastly, Inc. and Artur Bergman, dated May 3, 2019, as modified through November 2, 2023 .
8-K
001-38897 10.1 November 6, 2023
10.20+
Signal Sciences Corp. 2014 Stock Option and Grant Plan.
S-8 333-249504
99.1 October 10, 2020
10.21
Senior Secured Credit Facilities Credit Agreement, among Fastly, Inc., the several lenders from time to time party thereto, and Silicon Valley Bank, dated as of February 16, 2021.
10-K 001-38897 10.23 March 1, 2021
10.22
First Amendment to the Senior Secured Credit Facilities Credit Agreement dated as of February 16, 2021, among Fastly, Inc., the several lenders from time to time party thereto, and Silicon Valley Bank, dated as of June 28, 2023.
10-Q
001-38897
10.2 August 2, 2023
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Exhibit
Number Exhibit Description Form File No. Exhibit Filing Date Filed Herewith
10.23
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.
10-K
001-38897 10.22 February 21, 2024
10.24
Third 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 April 30, 2024.
10-Q
001-38897 10.2 May 1, 2024
10.25+
Offer Letter by and between Fastly, Inc. and Ronald W. Kisling, dated June 22, 2021.
8-K 001-38897 10.1 June 29, 2021
10.26+
Offer Letter by and between Fastly, Inc. and Todd Nightingale, dated August 1, 2022.
8-K 001-38897 10.1 August 3, 2022
10.27+
Offer Letter by and between Fastly, Inc. and Scott Lovett, dated May 16, 2024.
10-Q
001-38897 10.1 August 7, 2024
10.28+
Offer Letter by and between Fastly, Inc. and Kip Compton, dated June 13, 2025.
8-K 001-38897 10.1
June 16, 2025
10.29
2025 Employment Inducement Incentive Plan
10-Q
001-38897 10.4
August 6, 2025
10.30
Form of Restricted Stock Unit Award Agreement under the 2025 Employment Inducement Incentive Plan
10-Q
001-38897 10.5
August 6, 2025
10.31
Form of rTSR Restricted Stock Unit Award Agreement under 2019 Equity Incentive Plan
10-Q
001-38897 10.6
August 6, 2025
10.32+
Offer Letter by and between Fastly, Inc. and Richard Wong, dated August 1, 2025.
8-K
001-38897 10.1
August 6, 2025
10.33+
Offer Letter by and between Fastly, Inc. and Scott Lovett, dated August 1, 2025.
8-K
001-38897 10.2
August 6, 2025
10.34+
Transition and Separation Agreement by and between Fastly, Inc. and Ronald Kisling, dated August 1, 2025 .
8-K
001-38897 10.3
August 6, 2025
10.35+
Amendment to Transition and Separation Agreement by and between Fastly, Inc. and Ronald Kisling, dated February 23, 2026.
X
19.1
Insider Trading Policy
X
21.1 Subsidiaries of the Registrant.
10-K
001-38897 21.1
February 24, 2023
23.1 Consent of Independent Registered Public Accounting Firm.
X
24.1 Power of Attorney (contained on the signature page of this report). X
31.1 Certification of the Chief Executive Officer pursuant to Exchange Act Rule 13a-14 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
X
31.2 Certification of the Chief Financial Officer pursuant to Exchange Act Rule 13a-14 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
X
32.1* Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
X
32.2* Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
X
137
Exhibit
Number Exhibit Description Form File No. Exhibit Filing Date Filed Herewith
97.1
Incentive Compensation Recoupment Policy.
10-K
001-38897 97.1 February 21, 2024
101. INS Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
X
101.SCH Inline XBRL Taxonomy Schema Linkbase Document. X
101.CAL Inline XBRL Taxonomy Calculation Linkbase Document. X
101.DEF Inline XBRL Taxonomy Definition Linkbase Document. X
101.LAB Inline XBRL Taxonomy Labels Linkbase Document. X
101.PRE Inline XBRL Taxonomy Presentation Linkbase Document. X
104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).
__________
+ Indicates management contract or compensatory plan.
* The certifications furnished in Exhibit 32.1 and 32.2 hereto are deemed to be furnished with this Annual Report on Form 10-K and will not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, except to the extent that the Registrant specifically incorporates it by reference.
Item 16. Form 10-K Summary
None.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, Fastly, Inc. has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized.
FASTLY, INC.
Date: February 25, 2026 By: /s/ Charles Compton
Charles Compton
Chief Executive Officer (Principal Executive Officer)
Date: February 25, 2026 By: /s/ Richard Wong
Richard Wong
Chief Financial Officer (Principal Financial and Accounting Officer)
139
POWER OF ATTORNEY
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/ Charles Compton Chief Executive Officer February 25, 2026
Charles Compton
(Principal Executive Officer)
/s/ Richard Wong Chief Financial Officer February 25, 2026
Richard Wong
(Principal Financial Officer and Principal Accounting Officer)
/s/ David Hornik
Director and Chairperson of our Board of Directors
February 25, 2026
David Hornik
/s/ Aida Álvarez Director February 25, 2026
Aida Álvarez
/s/ Artur Bergman
Chief Technology Officer and Director
February 25, 2026
Artur Bergman
/s/ Richard Daniels
Director February 25, 2026
Richard Daniels
/s/ Paula Loop Director February 25, 2026
Paula Loop
/s/ Charles Meyers Director February 25, 2026
Charles Meyers
/s/ Christopher B. Paisley Director February 25, 2026
Christopher B. Paisley
/s/ Vanessa Smith Director February 25, 2026
Vanessa Smith
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