FSLY Form 4: Lovett Receives 66,666 RSUs with Time-Based Vesting

Rhea-AI Filing Summary

Fastly, Inc. reporting person Scott R. Lovett, President, Go to Market, was granted 66,666 restricted stock units (RSUs) on 08/10/2025 at a $0 price, each representing a contingent right to one share of Class A common stock. Following the grant the reporting person beneficially owns 1,353,811 shares held directly. The award is a time-based equity grant, not an open-market purchase.

The RSUs are 100% initially subject to vesting: 6.25% of the total vests on August 15, 2025 and the remainder vests in 15 equal quarterly installments of 6.25% each (November, February, May, August), all contingent on the reporting person's continued service through each vesting date.

Positive

• Grant of 66,666 RSUs increases the reporting person's direct beneficial ownership to 1,353,811 shares, reflecting greater alignment with shareholders.
• Time-based vesting ties the award to continued service, supporting retention and long-term alignment.

Negative

• All RSUs are initially unvested, so there is no immediate transfer of tradable shares or cash benefit.
• Grant issued at $0 indicates an award rather than a market purchase, which does not provide new capital to the company.

Insights

Financial Analyst

TL;DR: Executive equity award of 66,666 RSUs increases direct ownership to 1,353,811 shares; impact is routine and retention-focused.

The grant is a time-based RSU award granted at a $0 price and does not reflect a market purchase. It increases the reporting person's direct beneficial ownership to 1,353,811 shares, aligning management compensation with shareholder outcomes over time. The vesting schedule front-loads a small initial vesting event followed by equal quarterly vesting, which is consistent with retention incentives. This filing is informational and represents routine executive compensation rather than a material corporate event.

Corporate Governance Expert

TL;DR: Time-based RSU grant with service-contingent vesting is a standard retention tool; materiality to investors is limited.

The disclosure shows 100% of the RSUs are unvested at grant and subject to a clear vesting timetable, including a 6.25% tranche followed by 15 quarterly tranches of 6.25% each. Because vesting is conditioned on continued service, the award primarily serves to retain and incentivize the officer. The reporting form confirms direct ownership status post-grant and the grant price of $0, both typical for compensation awards. From a governance perspective this is standard practice and not an immediate governance concern.

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
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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^*

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)
08/10/2025

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	08/10/2025		A		66,666(1)	A	$0	1,353,811	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-sixteenth (6.25%) of the total RSUs will vest on August 15, 2025 and the remainder will vest in 15 equal quarterly installments (November, February, May, and August) of one-sixteenth thereafter (6.25% 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:

	/s/ Tara Seracka, Attorney-in-Fact	08/13/2025
	** 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 did Scott R. Lovett report on the Form 4 for FSLY?

He was granted 66,666 restricted stock units (RSUs) on 08/10/2025 at a $0 price, increasing his direct beneficial ownership to 1,353,811 shares.

How do the granted RSUs vest according to the Form 4?

100% of the RSUs are subject to vesting: 6.25% vests on August 15, 2025, then the remainder vests in 15 equal quarterly installments of 6.25% each (November, February, May, August), contingent on continued service.

Are the shares from the RSUs currently vested and tradable?

No. The Form 4 states the RSUs are initially 100% subject to vesting and will convert to shares only upon settlement after vesting.

What role does the reporting person hold at Fastly (FSLY)?

Scott R. Lovett is reported as President, Go to Market, and filed the Form 4 as an officer of the issuer.

How many Class A shares does Lovett beneficially own after this transaction?

1,353,811 shares held directly, as reported on the Form 4 following the grant.