FSLY Form 3: New CEO’s 424k Share Position Disclosed

Rhea-AI Filing Summary

Fastly, Inc. (FSLY) has filed a Form 3 disclosing the initial equity holdings of Charles Lacey Compton III, who is both a Director and the company’s Chief Executive Officer. As of the event date 06/16/2025, Compton owns or has rights to 424,765 shares of Class A common stock.

The total comprises 293,907 unvested RSUs that settle one-for-one in common stock as they vest. Key grant details include: (i) 267,522 RSUs with 33% vested on 01/15/2025, 8.33% on 04/15/2025, and the balance vesting quarterly thereafter; (ii) 6,868 fully vested RSUs earned under the 2024 Bonus Plan; and (iii) 150,375 RSUs with 8.33% vested on 05/15/2025 and the remainder vesting in 11 equal quarterly installments.

No derivative securities were reported. The filing is single-party, and a power of attorney (Exhibit 24) authorizes attorney-in-fact Tara Seracka to sign on Compton’s behalf.

Positive

• CEO equity alignment: 424,765 shares (majority RSUs) ties compensation to shareholder value.
• Long-term vesting schedule: Seven-to-eleven-quarter vesting promotes executive retention and medium-term focus.

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Filing signals new CEO’s equity stake, aligning interests; governance-neutral overall.

This Form 3 marks Charles Lacey Compton III’s first insider disclosure as Fastly’s CEO and director. The 424,765-share position—majority in unvested RSUs—demonstrates material, performance-linked exposure, an important governance best practice that should align executive incentives with shareholder value creation. Vesting is service-contingent and spans seven to eleven quarters, encouraging medium-term retention. No red flags or unusual structures are present; absence of derivative instruments limits complexity. While strategic impact depends on Compton’s performance, the filing itself is routine and informational.

Securities Analyst

TL;DR: Routine insider Form 3; modest but notable 0.3% stake, neutral market impact.

At 424,765 shares outstanding, Compton’s potential stake approximates 0.34% of Fastly’s 126 million share count (latest 10-Q), a typical range for newly appointed CEOs of mid-cap tech firms. The RSU structure is standard and cash-preserving. Because no open-market purchases or sales occur, immediate supply-demand dynamics remain unaffected. Investors may view the equity package positively as incentive alignment, but the disclosure introduces no new financial guidance or operational data; therefore, trading impact should be minimal.

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Compton Charles Lacey III

(Last) (First) (Middle)

C/O FASTLY, INC.

475 BRANNAN STREET, SUITE 300

(Street)

SAN FRANCISCO CA 94107

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/16/2025

3. Issuer Name and Ticker or Trading Symbol
Fastly, Inc. [ FSLY ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CEO

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock	424,765(1)(2)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Includes 293,907 unvested restricted stock units (RSUs). Each RSU represents a contingent right to receive one share of the Issuer's Class A Common Stock upon settlement. The Reporting Person was previously awarded (i) 267,522 RSUs, of which one-third (33%) vested on January 15, 2025, one-twelfth (8.33%) vested on April 15, 2025, with the remainder to vest in seven equal quarterly installments thereafter, in each case subject to the Reporting Person's continued service with the Issuer through each applicable vesting date,

2. (ii) 6,868 fully vested RSUs issued under the 2024 Bonus Plan, which the Reporting Person was eligible to receive upon the Issuer's satisfaction of certain performance criteria, and (iii) 150,375 RSUs, of which one-twelfth (8.33%) vested on May 15, 2025, with the remainder to vest in 11 equal quarterly installments (August, November, February and May) thereafter (8.33% of the total RSUs will vest per quarter), in each case subject to the Reporting Person's continued service with the Issuer through each applicable vesting date.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Tara Seracka, Attorney-in-Fact	06/25/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

How many Fastly (FSLY) shares does new CEO Charles Lacey Compton III own?

He beneficially owns 424,765 Class A shares, mostly through unvested RSUs.

What portion of the CEO’s Fastly holdings are unvested RSUs?

293,907 RSUs, or roughly 69% of the reported total, remain unvested.

When did the reportable event for this Form 3 occur?

The event date is 06/16/2025.

Does the filing disclose any derivative securities?

No. Table II is blank; only non-derivative common stock is reported.

Why is Tara Seracka signing the filing?

She acts as Attorney-in-Fact under a power of attorney (Exhibit 24) for the reporting person.