Fastly, Inc. 10-Q

Item 5. Other Information Trading Arrangements During the Company’s last fiscal quarter, the Company’s directors and officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted , terminated , or modified certain contracts, instructions or written plans intended to satisfy the affirmative defense of Rule 10b5-1(c) for the purchase or sale of the Company’s securities set forth in the table below. 82 Type of Trading Arrangement Name and Position Action Adoption/ Termination Date Rule 10b5-1* Non- Rule 10b5-1** Total Shares of Class A Common Stock to be Sold Total Shares of Class A Common Stock to be Purchased Expiration Date Artur Bergman (1) Adoption 6/04/2026 X — 1,917,993 — 8/30/2027 Charles Compton (2) Adoption 5/11/2026 X — 924,625 , plus any shares awarded under the 2026 Bonus Program — 9/15/2027 Jeffrey Ford (3) Adoption 5/26/2026 X — 215,595 , plus any shares awarded under the 2026 Bonus Program — 10/01/2028 Paula Loop (4) Adoption 5/11/2026 X — 14,664 — 5/15/2027 Richard Wong (5) Adoption 5/22/2026 X — 539,216 , plus any shares awarded under the 2026 Bonus Program and ESPP shares to be purchased — 8/31/2027 * Contract, instruction or written plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act. ** “Non-Rule 10b5-1 trading arrangement” as defined in Item 408(c) of Regulation S-K under the Exchange Act. (1) On June 4, 2026, Artur Bergman , the Company's Chief Technology Officer and member of the Company's Board of Directors, entered into a 10b5-1 Plan, providing for the potential sale of up to 1,917,993 shares of the Company's Common Stock. However, because certain of Mr. Bergman’s planned sale amounts are equal to a designated percentage of the net number of shares resulting (i) from RSUs vesting or (ii) from the Executive PSUs as detailed in Note 10 — Stockholders' Equity — Performance Stock Awards for Executive Officers (“Executive PSUs”), of which a portion will be surrendered to the Company or sold to cover withholding taxes, depending on how many shares are withheld in these instances, and the level of achievement of certain Company-wide targets related to the Company’s operating plan for the fiscal year 2026 (as it relates to the Executive PSUs), the maximum number of shares to be sold may be less. The plan expires on August 30, 2027, or upon the earlier completion of all authorized transactions under the plan. (2) On May 11, 2026, Charles Compton , the Company's Chief Executive Officer and member of the Company's Board of Directors, entered into a 10b5-1 Plan, providing for the potential sale of up to 924,625 shares of the Company's Common Stock, plus any shares awarded under the Company’s 2026 Bonus Program as detailed in Note 10 — Stockholders' Equity — Company-wide Bonus Programs (“Bonus Programs”). However, the maximum number of shares to be sold may be less because certain of Mr. Compton’s planned sale amounts are equal to (i) a number of shares, or a designated percentage of shares, not otherwise sold under his previously disclosed Rule 10b5-1 plan, adopted on August 27, 2025, (ii) a designated percentage of the net number of shares resulting from RSUs vesting, or (iii) a designated percentage of the net number of shares resulting from the Executive PSUs as detailed in Note 10 — Stockholders' Equity — Performance Stock Awards for Executive Officers (“Executive PSUs”). Further, in the case of clauses (ii) and (iii), a portion will be surrendered to the Company or sold to cover 83 withholding taxes, depending on how many shares are withheld in these instances, and in the case of clause (iii), the number of shares actually issued will depend on the level of achievement of certain Company-wide targets related to the Company’s operating plan for the fiscal year 2026. The plan expires on September 15, 2027, or upon the earlier completion of all authorized transactions under the plan. (3) Jeffrey Ford was appointed as the Company's Principal Accounting Officer on June 3, 2026, but was not a Section 16 officer at the time of execution of the listed 10b5-1 Plan, which was adopted on May 26, 2026. Mr. Ford's plan provides for the potential sale of up to 215,595 shares of the Company's Common Stock, plus any shares awarded under the Company’s 2026 Bonus Program as detailed in Note 10 — Stockholders' Equity — Company-wide Bonus Programs (“Bonus Programs”). However, because certain of Mr. Ford’s planned sale amounts are equal to a designated percentage of the net number of shares resulting from RSUs vesting, of which a portion will be surrendered to the Company or sold to cover withholding taxes, depending on how many shares are withheld in these instances, the maximum number of shares to be sold may be less. The plan expires on October 1, 2028, or upon the earlier completion of all authorized transactions under the plan. (4) On May 11, 2026, Paula Loop , a member of the Company's Board of Directors, entered into a 10b5-1 Plan, providing for the potential sale of up to 14,664 shares of the Company's Common Stock. The plan expires on May 15, 2027, or upon the earlier completion of all authorized transactions under the plan. (5) On May 22, 2026, Richard Wong , the Company's Chief Financial Officer, entered into a 10b5-1 Plan, providing for the potential sale of up to 539,216 shares of the Company's Common Stock, plus any shares awarded under the Company’s 2026 Bonus Program as detailed in Note 10 — Stockholders' Equity — Company-wide Bonus Programs (“Bonus Programs”) and a number of shares to be determined that will be purchased under the ESPP. However, because certain of Mr. Wong’s planned sale amounts are equal to a designated percentage of the net number of shares resulting (i) from RSUs vesting or (ii) from the Executive PSUs as detailed in Note 10 — Stockholders' Equity — Performance Stock Awards for Executive Officers (“Executive PSUs”), of which a portion will be surrendered to the Company or sold to cover withholding taxes, depending on how many shares are withheld in these instances, and the level of achievement of certain Company-wide targets related to the Company’s operating plan for the fiscal year 2026 (as it relates to the Executive PSUs), the maximum number of shares to be sold may be less. The plan expires on August 31, 2027, or upon the earlier completion of all authorized transactions under the plan. 84 Item 6. Exhibits 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 Amended and Restated Bylaws . 8-K 001-38897 3.1 August 15, 2024 3.4 Certificate of Retirement . 8-K 001-38897 3.1 July 13, 2021 4.1 Form of 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 3.4. 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 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). X __________ * The certifications furnished in Exhibit 32.1 and 32.2 hereto are deemed to be furnished with this Quarterly Report on Form 10-Q 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. 85 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, Fastly, Inc. has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. FASTLY, INC. August 5, 2026 By: /s/ Charles Compton Charles Compton Chief Executive Officer (Principal Executive Officer) August 5, 2026 By: /s/ Richard Wong Richard Wong Chief Financial Officer (Principal Financial Officer) 86