Fastly (FSLY) Officer Sells Shares for RSU Taxes and under 10b5-1

Rhea-AI Filing Summary

Scott R. Lovett, identified as President, Go to Market at Fastly, Inc. (FSLY), reported insider sales totaling 213,393 shares in two transactions on 09/15/2025 and 09/16/2025. The 09/15/2025 sale of 178,931 shares was effected pursuant to a Rule 10b5-1 trading plan adopted February 28, 2025, at a weighted-average price of $8.28. On 09/16/2025, 34,462 shares were sold to satisfy tax obligations related to the vesting of previously granted restricted stock units at a weighted-average price of $8.63. After these reported transactions, the reporting person beneficially owned 1,130,723 shares of Class A common stock.

Positive

• Sale on 09/15/2025 executed under a Rule 10b5-1 trading plan
• 09/16/2025 sale explicitly for RSU tax withholding
• Weighted-average prices disclosed ($8.28 and $8.63)

Negative

• Total insider sales of 213,393 shares reduced holdings to 1,130,723 shares

Insights

Financial Analyst

TL;DR: Insider sold 213,393 FSLY shares under a 10b5-1 plan and for tax withholding; ownership remains material at 1,130,723 shares.

The transactions are routine insider sales: a planned disposition under a Rule 10b5-1 plan and a sale to satisfy RSU tax obligations. The weighted-average prices reported were $8.28 and $8.63, reflecting execution across multiple trades. These sales reduce the reporting person’s direct holding to 1,130,723 shares, which remains a disclosed beneficial position. From a financial-analysis perspective, these entries do not provide new operational or earnings information about Fastly but are relevant for share supply and insider activity monitoring.

Corporate Governance Expert

TL;DR: The use of a 10b5-1 plan and an RSU tax-sale are standard compliance actions, indicating prearranged and compensatory-driven sales.

The filing explicitly states the 09/15/2025 sale was executed under a 10b5-1 trading plan adopted on February 28, 2025, which provides the reporting person an affirmative defense under Rule 10b5-1. The 09/16/2025 disposition was to satisfy tax withholding for vested RSUs. These facts suggest procedural compliance with insider-trading rules; there is no indication of unusual timing or undisclosed motives within this Form 4. Material governance implications are limited given the stated reasons.

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^*

Lovett Scott R.

(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)
	President, Go to Market

3. Date of Earliest Transaction (Month/Day/Year)
09/15/2025

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	09/15/2025		S(1)		178,931	D	$8.28(2)	1,165,185	D
Class A Common Stock	09/16/2025		S(3)		34,462	D	$8.63(4)	1,130,723	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 sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on February 28, 2025.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $8.25 to $8.40. 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. Shares sold to satisfy tax obligations in connection with the vesting of previously granted Restricted Stock Units.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $8.62 to $8.63, inclusive.

Remarks:

	/s/ Tara Seracka, Attorney-in-Fact	09/17/2025
	** 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 insider transactions did Scott R. Lovett report for FSLY?

The Form 4 reports sales of 178,931 shares on 09/15/2025 and 34,462 shares on 09/16/2025, totaling 213,393 shares sold.

Were the sales by the FSLY insider preplanned or routine?

Yes. The 09/15/2025 sale was effected pursuant to a Rule 10b5-1 trading plan adopted February 28, 2025; the 09/16/2025 sale satisfied RSU tax obligations.

At what prices were the FSLY shares sold?

The weighted-average price for the 09/15/2025 transactions was $8.28 (range $8.25–$8.40) and for 09/16/2025 was $8.63 (range $8.62–$8.63).

How many FSLY shares does the reporting person own after these transactions?

Following the reported transactions, the reporting person beneficially owned 1,130,723 shares of Class A common stock.

What is the reporting person’s role at Fastly (FSLY)?

The Form 4 identifies the reporting person as President, Go to Market at Fastly, Inc.