FSLY Form 4: Richard Wong Receives 1.13M RSUs with Time-Based Vesting

Rhea-AI Filing Summary

Richard Wong, Fastly CFO, was granted 1,130,323 restricted stock units (RSUs) that each convert into one share of the company’s Class A common stock. The grant was reported as a transaction on 09/03/2025 and shows 1,130,323 shares beneficially owned following the award. The RSUs are subject to an initial vesting tranche equal to 25% of the total that vests on August 15, 2026, with the remaining units vesting in quarterly installments of 6.25% thereafter, contingent on continued service under the Inducement Plan. The filing is signed by an attorney-in-fact on behalf of the reporting person.

Positive

• 1,130,323 RSUs granted to the CFO as disclosed in the filing
• Clear vesting schedule: 25% at initial milestone and quarterly 6.25% installments thereafter

Negative

• None.

Insights

Financial Analyst

TL;DR: Large RSU grant to the CFO increases incentive alignment but introduces future share settlement.

The grant of 1,130,323 RSUs to the company’s CFO represents a significant equity-based compensation award disclosed as a non-derivative acquisition. The award vests over time with 25% at a one-year milestone and quarterly vesting thereafter, linking retention to multi-year service. This is a routine executive compensation event; it creates a future obligation to settle shares upon vesting and therefore will increase outstanding shares as units convert. The filing does not disclose cash consideration, performance conditions beyond continuous service, or expected settlement timing beyond the vesting schedule.

Corporate Governance Expert

TL;DR: The RSU structure is standard for inducement grants, focusing on retention via time-based vesting.

The disclosure indicates these RSUs are part of an Inducement Plan and are 100% initially subject to vesting, with straightforward time-based vesting (25% then quarterly). That design emphasizes retention rather than short-term performance metrics. The filing lists the reporting person’s role as CFO and reports beneficial ownership after the award. There is no disclosure of additional governance provisions, performance hurdles, or clawback terms in the provided text.

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

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

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^*

WONG RICHARD

(Last) (First) (Middle)

C/O FASTLY, INC.

475 BRANNAN STREET, SUITE 300

(Street)

SAN FRANCISCO CA 94107

(City) (State) (Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
09/03/2025

4. 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 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	09/03/2025		A		1,130,323(1)	A	$0	1,130,323	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. The shares are represented by restricted stock units (RSUs). Each RSU represents a contingent right to receive one share of the Issuer's Class A Common Stock upon settlement. 100% of the RSUs are initially subject to vesting. One-forth (25%) of the total RSUs will vest on August 15, 2026 and the remainder will vest in quarterly installments (November, February, May, and August) of one-sixteenth thereafter (6.25% of the total RSUs will vest per quarter), provided in each case that the grantee is providing Continuous Service (as defined in the Inducement Plan) to the Company. Provided that if a quarterly vesting date occurs on any day that is not a trading day, the quarterly vesting date shall instead be the next trading day.

Remarks:

	/s/ Tara Seracka, Attorney-in-Fact	09/05/2025
	** 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 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.

FAQ

What transaction did Richard Wong (FSLY) report on Form 4?

He reported an acquisition of 1,130,323 restricted stock units (RSUs) convertible into Class A common stock.

How many shares does the RSU grant represent for FSLY?

The grant represents 1,130,323 shares (each RSU equals one share upon settlement).

What is the vesting schedule for the RSUs granted to the CFO?

25% vests on August 15, 2026, with the remainder vesting quarterly in installments of 6.25% conditioned on continuous service.

Does the Form 4 show any exercise price or cash paid for the RSUs?

The price is reported as $0, indicating these are compensation RSUs with no cash purchase price disclosed.

Who signed the Form 4 filing for the reporting person?

The filing was signed by an attorney-in-fact, Tara Seracka on behalf of the reporting person.