Fastly CEO sells shares under 10b5-1 plan

Fastly, Inc. CEO Charles Lacey Compton III reported two open-market sales of Class A common stock.

Rhea-AI Filing Summary

Fastly, Inc. CEO Charles Lacey Compton III reported two open-market sales of Class A common stock. On May 18, 2026, he sold 34,334 shares at a weighted average price of $16.85 per share. On May 19, 2026, he sold 11,275 shares at a weighted average price of $16.48 per share.

Footnotes state that shares were sold to satisfy tax obligations tied to the vesting of previously granted restricted stock units and that the transactions were made under a pre-arranged Rule 10b5-1 trading plan adopted on August 27, 2025. After these sales, he directly holds 1,088,286 shares of Fastly Class A common stock.

Insider Trade Summary 10b5-1

Net Seller: 45,609 shares

Net Sell 2 txns

Insider Compton Charles Lacey III

Role CEO

Sold 45,609 shs ($764K)

Type	Security	Shares	Price	Value
Sale	Class A Common Stock	11,275	$16.48	$186K
Sale	Class A Common Stock	34,334	$16.85	$579K

Holdings After Transaction: Class A Common Stock — 1,088,286 shares (Direct)

Footnotes (4)

1. F1. Shares sold to satisfy tax obligations in connection with the vesting of previously granted Restricted Stock Units.
2. F2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $16.65 to $16.85, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (2) and (4) to this Form 4.
3. F3. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on August 27, 2025.
4. F4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $16.23 to $16.71, inclusive.

Key Figures

Shares sold May 18, 2026: 34,334 shares at $16.85 Shares sold May 19, 2026: 11,275 shares at $16.48 Total shares sold: 45,609 shares +3 more

6 metrics

Shares sold May 18, 2026 34,334 shares at $16.85 Open-market sale of Class A common stock

Shares sold May 19, 2026 11,275 shares at $16.48 Open-market sale of Class A common stock

Total shares sold 45,609 shares Combined open-market sales reported in this Form 4

Shares held after transactions 1,088,286 shares Direct holdings of Fastly Class A common stock post-sale

Price range May 18 sales $16.65–$16.85 Weighted average price disclosure for May 18 trades

Price range May 19 sales $16.23–$16.71 Weighted average price disclosure for May 19 trades

Key Terms

Restricted Stock Units, Rule 10b5-1 trading plan, weighted average price

3 terms

Restricted Stock Units financial

"Shares sold to satisfy tax obligations in connection with the vesting of previously granted Restricted Stock Units."

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

Rule 10b5-1 trading plan financial

"The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on August 27, 2025."

A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.

weighted average price financial

"The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $16.65 to $16.85, inclusive."

Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many Fastly (FSLY) shares did the CEO sell in this Form 4?

Fastly CEO Charles Lacey Compton III sold a total of 45,609 shares of Class A common stock. The trades occurred over two days and were executed as open-market sales at weighted average prices around the mid-$16 range.

On what dates did the Fastly (FSLY) CEO sell shares and at what prices?

The CEO sold shares on May 18, 2026 and May 19, 2026. He sold 34,334 shares at a weighted average price of $16.85 and 11,275 shares at a weighted average price of $16.48, according to the Form 4 filing.

How many Fastly (FSLY) shares does the CEO hold after these transactions?

After the reported sales, the Fastly CEO directly holds 1,088,286 shares of Class A common stock. This post-transaction balance is disclosed in the Form 4 and shows he retains a substantial equity position in the company.

Were the Fastly (FSLY) CEO’s share sales made under a Rule 10b5-1 plan?

Yes. The Form 4 footnotes state the sales were effected under a Rule 10b5-1 trading plan adopted on August 27, 2025. Such plans pre-schedule trades, indicating these transactions were arranged in advance rather than timed opportunistically.

Why did the Fastly (FSLY) CEO sell shares according to the Form 4 footnotes?

A footnote explains that shares were sold to satisfy tax obligations related to the vesting of previously granted restricted stock units. This indicates the sales were linked to compensation and associated taxes rather than purely discretionary portfolio changes.

What does the weighted average price disclosure mean in Fastly (FSLY) CEO’s Form 4?

The filing notes that reported prices are weighted average prices across multiple trades. Actual sales occurred in price ranges of $16.65–$16.85 and $16.23–$16.71, and the CEO undertakes to provide detailed trade prices upon request to interested parties.

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

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Accepted by SEC EDGAR 05/20/2026 - 06:00 PM EDT Learn about SEC filing dates

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

X

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

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 CALIFORNIA 94107

(City) (State) (Zip)

UNITED STATES

(Country)

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

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

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/18/2026

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

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

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

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	05/18/2026		S(1)		34,334	D	$16.85(2)	1,099,561	D
Class A Common Stock	05/19/2026		S(3)		11,275	D	$16.48(4)	1,088,286	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Shares sold to satisfy tax obligations in connection with the vesting of previously granted Restricted Stock Units.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $16.65 to $16.85, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (2) and (4) to this Form 4.

3. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on August 27, 2025.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $16.23 to $16.71, inclusive.

Remarks:

	/s/ Tara Seracka, Attorney-in-Fact	05/20/2026
	** 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 4 (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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)