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  4. [8-K] Fastly, Inc. Reports Material Event

Fastly (NYSE: FSLY) expands credit line and cuts borrowing costs

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Fastly, Inc. amended its senior secured revolving credit facility through a Fourth Amendment to its Credit Agreement. The amendment increases the revolving commitments from $60.0 million to $100.0 million, expanding available committed liquidity. The scheduled revolving termination date is now the earliest of several dates, including August 17, 2029, with a possible one-year extension at Fastly’s election if specified Net Liquidity thresholds are met.

The amendment also reduces borrowing costs by 0.25%, so borrowings will bear interest at SOFR plus 1.75% or base rate plus 0.75%. The commitment fee becomes tiered: 0.25% per annum on the unused portion of commitments if average daily usage is at or below $50.0 million, and 0.20% per annum if usage is above that level. Certain maturity triggers are tied to Fastly’s outstanding 7.75% convertible senior notes due 2028 and to Net Liquidity tests at $200.0 million, or $120.0 million when less than $50.0 million of those notes remain outstanding.

Positive

  • Expanded credit facility to $100.0 million from $60.0 million, increasing committed liquidity.
  • Lowered borrowing margin by 0.25%, reducing interest expense on revolver borrowings.
  • Extended potential revolving maturity to as late as August 17, 2030 subject to Net Liquidity conditions.

Negative

  • None.
Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial
The company incurred a new significant debt or off-balance-sheet obligation.
Revolving Facility Size $100.0 million Commitments under the senior secured revolving facility after the Fourth Amendment
Prior Facility Size $60.0 million Commitments under the credit facility before the Fourth Amendment
Scheduled Revolving Termination Date August 17, 2029 Primary maturity date for the amended revolving credit facility
Interest Margin over SOFR 1.75% Per annum spread for SOFR-based borrowings under the amended facility
Interest Margin over Base Rate 0.75% Per annum spread for base-rate borrowings under the amended facility
Net Liquidity Threshold $200.0 million Required Net Liquidity for extending maturity and avoiding certain springing maturities
Alternate Net Liquidity Threshold $120.0 million Lower threshold when less than $50.0 million of 7.75% notes remain outstanding
Convertible Notes Coupon 7.75% Coupon rate on Fastly’s convertible senior notes due 2028 referenced in maturity tests
Net Liquidity financial
"Net Liquidity (defined as the sum of available amounts to be drawn"
Net liquidity is the amount of cash or easily accessible funds a person or organization has after subtracting any short-term debts or obligations. It shows how much money is truly available for spending, investing, or covering immediate needs. For investors, net liquidity indicates financial flexibility and stability, helping them assess how easily they can respond to opportunities or unexpected expenses.
senior secured revolving facility financial
"commitments under the Company’s senior secured revolving facility (the “Credit Facility”)"
Scheduled Revolving Termination Date financial
"August 17, 2029 (the “Scheduled Revolving Termination Date”)"
commitment fee financial
"adjust the commitment fee rate from 0.25% per annum to a quarterly commitment fee"
A commitment fee is a charge a lender applies to a borrower for keeping a loan or line of credit available, even before any money is drawn. Think of it as a reservation fee for borrowing power; the borrower pays to ensure funds will be there when needed. Investors care because it adds to a company’s borrowing cost, affects cash flow and liquidity, and can signal lenders’ willingness to extend credit.
convertible senior notes financial
"any of the Company’s 7.75% convertible senior notes due 2028"
Convertible senior notes are a type of loan that a company issues to investors, which can be turned into company shares later on. They are called "senior" because they are paid back before other debts if the company runs into trouble. This allows investors to earn interest like a loan but also have the chance to own part of the company if its value rises.

FAQ

What change did Fastly (FSLY) make to its credit facility size?
Fastly increased its senior secured revolving credit facility from $60.0 million to $100.0 million. This larger commitment provides more committed borrowing capacity for working capital, general corporate purposes, or other needs, subject to the facility’s terms and covenants.

When does Fastly’s (FSLY) amended credit facility now mature?
The amended facility’s scheduled revolving termination date is August 17, 2029. Fastly may extend this by one year at its election if Net Liquidity is at least $200.0 million 90 days before that date, subject to other specified conditions.

How did the amendment affect Fastly’s (FSLY) borrowing interest rates?
The amendment reduced borrowing rates by 0.25%. Borrowings now bear interest, at Fastly’s election, at a per annum rate of SOFR plus 1.75% or base rate plus 0.75%, lowering the cost of revolver usage.

What are the new commitment fees under Fastly’s (FSLY) amended facility?
Fastly will pay a quarterly commitment fee of 0.25% per annum on unused commitments if average daily usage is ≤ $50.0 million, or 0.20% per annum if usage exceeds $50.0 million, aligning fees with actual facility utilization.

How do Fastly’s (FSLY) 7.75% convertible senior notes due 2028 affect the credit facility maturity?
While any 7.75% convertible senior notes due 2028 are outstanding, the revolving maturity may spring earlier to the date 91 days before their stated maturity or to later dates if Net Liquidity falls below $200.0 million (or $120.0 million when less than $50.0 million of notes remain).

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Understanding 8-K Material Events →
0001517413false00015174132026-08-172026-08-17

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549 
FORM 8-K
CURRENT REPORT

Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 17, 2026
FASTLY, INC.
(Exact name of Registrant as Specified in Its Charter)
 
Delaware001-3889727-5411834
(State or other jurisdiction of
incorporation or organization)		(Commission File Number)(I.R.S. Employer
Identification No.)

475 Brannan Street, Suite 300
San Francisco, CA 94107
(Address of principal executive offices) (Zip code)
(844) 432-7859
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report) 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading
Symbol(s)		Name of each exchange
on which registered
Class A Common Stock, $0.00002 par value“FSLY”The Nasdaq Stock Market LLC
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company  ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐




Item 1.01 Entry into a Material Definitive Agreement.

On August 17, 2026, Fastly, Inc. (the “Company”) entered into a Fourth Amendment to Credit Agreement (the “Fourth Amendment”) to its Credit Agreement dated as of February 16, 2021, among the Company, as borrower, the lenders from time to time party thereto, and Silicon Valley Bank, a division of First-Citizens Bank & Trust Company (the “Agent”), as administrative agent, issuing lender, and swingline lender (as amended, restated, supplemented, or modified prior to the Fourth Amendment, the “Credit Agreement” and as amended by the Fourth Amendment, the “Amended Credit Agreement”).

The Fourth Amendment amends the Credit Agreement to, among other things:

(i) increase the commitments under the Company’s senior secured revolving facility (the “Credit Facility”) from $60.0 million to $100.0 million;

(ii) extend the scheduled maturity date of the Credit Facility to the earliest of (a) August 17, 2029 (the “Scheduled Revolving Termination Date”); provided that the Scheduled Revolving Termination Date may be extended for one year at the Company’s election, so long as Net Liquidity (defined as the sum of available amounts to be drawn under the Credit Facility plus the aggregate amount of cash and cash equivalents held by the Company in deposit accounts or securities accounts subject to a first priority perfected lien of the Agent) as of the date that is 90 days prior to the Scheduled Revolving Termination Date is greater than or equal to $200.0 million, (b) so long as any of the Company’s 7.75% convertible senior notes due 2028 (the “2028 Notes”) are outstanding, the date that is 91 days prior to the stated maturity date of the 2028 Notes (the “Initial Springing Maturity Test Date”), unless Net Liquidity as of such Initial Springing Maturity Test Date is greater than or equal to $200.0 million (or, if less than $50.0 million of the 2028 Notes remain outstanding on the Initial Springing Maturity Test Date, $120.0 million), and (c) so long as any of the 2028 Notes are outstanding, any date after the Initial Springing Maturity Test Date if Net Liquidity is less than $200.0 million (or, if less than $50.0 million of the 2028 Notes remain outstanding on such date, $120.0 million);

(iii) decrease the interest rates for borrowings under the Credit Facility by 0.25%, so that such borrowings bear interest, at the Company’s election, at a per annum rate based on SOFR plus 1.75% or base rate plus 0.75%; and

(iv) adjust the commitment fee rate from 0.25% per annum to a quarterly commitment fee equal to, if the average daily outstanding balance of all loans and letters of credit is less than or equal to $50.0 million, 0.25% per annum on the unused portion of the revolving commitments, or, if the average daily outstanding balance of all loans and letters of credit is greater than $50.0 million, 0.20% per annum on the unused portion of the revolving commitments.

This summary of the Fourth Amendment is qualified in its entirety by reference to the full text of the Fourth Amendment, which will be filed as an exhibit to the Company’s quarterly report on Form 10-Q for the quarter ending September 30, 2026.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.

To the extent required, the information set forth above under Item 1.01 is hereby incorporated by reference into this Item 2.03.



SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
FASTLY, INC.
Dated:August 17, 2026By:/s/ Richard Wong
Richard Wong
Chief Financial Officer


Source: View Original Filing on SEC EDGAR

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