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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): October 30, 2026
FASTLY, INC.
(Exact name of Registrant as Specified in Its Charter)
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| Delaware | 001-38897 | 27-5411834 |
(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):
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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | 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:
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| Title of each class | | Trading
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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Retirement of President, Go to Market
On October 30, 2026, Scott R. Lovett notified Fastly, Inc. (the “Company”) of his planned retirement as the Company's President, Go to Market, on a date to be determined during 2027.
On October 30, 2026, the Company entered into a transition and separation agreement (the “Separation Agreement”) with Mr. Lovett, in connection with his planned retirement.
Pursuant to the Separation Agreement, Mr. Lovett will continue to serve as the Company’s President, Go to Market through a retirement date expected to occur during 2027 determined in accordance with the Separation Agreement (the “Retirement Date”), during which time he will continue to perform his existing duties and support the identification, hiring and onboarding of a new Chief Revenue Officer and the transition of his responsibilities. During this period, Mr. Lovett will continue to receive his annual base salary of $450,000, remain eligible to earn commissions under the Company’s Global Sales Compensation Plan with a target annual commission amount of $450,000, and remain eligible for the Company’s employee benefits, but will not be eligible for any new equity awards.
Following the Retirement Date (or, if earlier, a termination of his employment without “cause” or his resignation for “good reason”), Mr. Lovett will serve as a non-employee Senior Advisor during a consulting period (the “Consulting Period”), through June 30, 2027 (the “Initial Consulting End Date”), or such later date as may be agreed to in writing (the Initial Consulting End Date or such later date, as applicable, the “Consulting Period End Date”). Through the Initial Consulting End Date, Mr. Lovett will receive consulting fees at an annual rate equal to his base salary, will remain eligible to earn commissions, and will receive a monthly cash payment in lieu of benefits based on the cost of COBRA coverage.
Mr. Lovett will continue to vest in his outstanding equity awards in accordance with their existing vesting schedules through the Consulting Period End Date. If the Consulting Period is extended beyond the Initial Consulting End Date, continued vesting during the extension period will be subject to the Company’s reasonable satisfaction with Mr. Lovett’s performance.
In addition, if a Change in Control (as defined in the Company's 2022 Change in Control and Severance Benefit Plan (the “Severance Plan”)) occurs (i) at any time prior to the Retirement Date, or (ii) within three months following a termination of Mr. Lovett’s employment by the Company without “cause” or by Mr. Lovett for “good reason” (each as defined in the Severance Plan) prior to the Retirement Date, 100% of Mr. Lovett’s then-unvested equity awards will vest, with any performance-based vesting conditions deemed achieved at the greater of target level and actual performance. Subject to Mr. Lovett’s execution and non-revocation of a release of claims, Mr. Lovett will also be eligible to receive a lump-sum cash severance payment equal to one month of his base salary. The Separation Agreement supersedes Mr. Lovett’s offer letter and his participation in the Severance Plan.
A copy of the Separation Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K. The foregoing description of the Separation Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Separation Agreement.
Item 7.01. Regulation FD Disclosure.
On November 4, 2026, the Company issued a press release announcing Mr. Lovett’s planned retirement. The press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
The information in Item 7.01, including Exhibit 99.1, of this Current Report on Form 8-K is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
(d)Exhibits.
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Exhibit
No. | | Exhibit Description |
| 10.1+* | | Transition and Separation Agreement by and between Fastly, Inc. and Scott Lovett, dated October 30, 2026. |
| 99.1 | | | Press Release dated November 4, 2026. |
| 104 | | | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
+ Indicates management contract or compensatory plan.
*Certain annexes, schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Registrant undertakes to furnish a copy of all omitted annexes, schedules and exhibits to the SEC upon its request.
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.
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| | | | | | FASTLY, INC. |
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| Dated: | November 4, 2026 | | | By: | | /s/ Richard Wong |
| | | | | | Richard Wong |
| | | | | | Chief Financial Officer |
Fastly Announces Leadership Transition in Go To Market as Scott Lovett Plans to Retire
Search begins for Chief Revenue Officer; Lovett will lead GTM organization through transition
SAN FRANCISCO – November 4, 2026 – Fastly, Inc. (NASDAQ: FSLY), a leader in global edge cloud platforms, today announced that Scott R. Lovett, President, Go To Market, plans to retire in 2027. Fastly is beginning a comprehensive search for a Chief Revenue Officer.
Since joining Fastly in 2024, Lovett has spearheaded a transformation of the company’s go-to-market organization. Under his leadership, Fastly deepened executive selling across its largest enterprise accounts, strengthened multi-product suite adoption, and accelerated expansion across key strategic regions. Lovett built a strong roster of leaders across sales, marketing, channel, and customer success who continue to drive day-to-day operations and customer value.
“Scott has elevated our go-to-market engine,” said Kip Compton, Chief Executive Officer. “Delivering four straight quarters of revenue growth of 20% or more demonstrates the power of our go-to-market strategy and the strong bench of seasoned leaders he assembled. I’m grateful for his leadership. We have a solid foundation to build upon, and I look forward to partnering with Scott to identify our next CRO and accelerate our momentum.”
“I’ve loved my time at Fastly. It’s been a privilege to lead this team and help drive our go-to-market transformation,” said Scott Lovett. “Fastly is a special place. The partnerships we build with our customers are unlike anything I’ve seen elsewhere and that’s why I know Fastly will keep innovating as the world rapidly evolves. I’m proud of what we’ve built, and no one will cheer louder for this team's continued success than me.”
Lovett will continue in his current role running the global Go To Market organization and will partner closely with Compton on the search. He is expected to remain in his role through a transition period, including the appointment of a CRO and the transition is completed. Following his retirement, Lovett is expected to serve as a Senior Advisor to Fastly.
About Fastly, Inc.
Fastly’s (Nasdaq: FSLY) powerful and programmable edge cloud platform helps the world’s top brands deliver online experiences that are fast, safe, and engaging through edge compute, delivery, security, and observability offerings that improve site performance, enhance security, and empower innovation at a global scale. Compared to other providers, Fastly’s powerful, high-performance, and modern platform architecture empowers developers to deliver secure websites and apps with rapid time-to-market and demonstrated, industry-leading cost savings. Organizations around the world trust Fastly to help them upgrade the internet experience, including Reddit, Universal Music Group, and SeatGeek. Learn more about Fastly at www.fastly.com, and follow us @fastly.
Forward-looking statements
This press release contains “forward-looking” statements that are based on our beliefs and assumptions and on information currently available to us. Forward-looking statements may involve known and unknown risks, uncertainties, and other factors that may cause our actual results, performance, or achievements to be materially different from those expressed or implied by the forward-looking statements. These statements include, but are not limited to, statements regarding Mr. Lovett’s planned retirement in 2027; the anticipated leadership transition, including the search for and the appointment of a
Chief Revenue Officer; Mr. Lovett’s continued service through the transition period and his expected service as a Senior Advisor; the continued contributions of our go-to-market leadership team; and our future financial and operating performance, including our ability to accelerate momentum and continue to innovate. Except as required by law, we assume no obligation to update these forward-looking statements publicly or to update the reasons actual results could differ materially from those anticipated in the forward-looking statements, even if new information becomes available in the future. Important factors that could cause our actual results to differ materially are detailed from time to time in the reports Fastly files with the Securities and Exchange Commission (“SEC”), including those more fully described in Fastly's Annual Report on Form 10-K for the year ended December 31, 2025. Additional information will also be set forth in Fastly’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2026, and other filings and reports that Fastly may file from time to time with the SEC. Copies of reports filed with the SEC are posted on Fastly’s website and are available from Fastly without charge.
Contacts
Media Contact
Stacey Hurwitz
press@fastly.com
Investor Contact
Vernon Essi, Jr.
ir@fastly.com
