FSLY Insider Sale: Bergman Transfers Shares to Trusts, Reports Weighted Avg Prices
Rhea-AI Filing Summary
Fastly insider Artur Bergman reported sales of Class A common stock under a Rule 10b5-1 plan adopted June 3, 2025. On 09/15/2025 the filing shows two reported dispositions: 17,062 shares sold at a weighted average price of $8.49 and 2,938 shares sold at a weighted average price of $8.97, with sale prices reported in ranges between $7.89 and $9.06. The transactions changed the form of beneficial ownership for those shares from direct to indirect as they were contributed to trusts controlled by Mr. Bergman. The Form 4 is signed by an attorney-in-fact.
Positive
- Transactions executed under a Rule 10b5-1 trading plan adopted June 3, 2025, providing an affirmative defense framework
- Clear disclosure of transfers to trusts and the reporting person's roles (settlor, trustee, investment advisor), improving transparency
Negative
- Reported dispositions reduced direct ownership for the contributed shares (17,062 and 2,938 shares moved to trusts)
- Sale prices include ranges rather than exact per-trade prices, though weighted averages are provided
Insights
TL;DR: Insider sold a small number of shares under a preplanned 10b5-1 program; ownership largely remains indirect via trusts.
The sales reported—20,000 total shares approximately—represent a minor portion of the 3.48 million Class A shares reported as beneficially owned after the transactions, indicating these were routine dispositions under a trading plan rather than a broad divestiture. The filing discloses weighted average prices and price ranges, allowing precise calculation of gross proceeds if needed. The shift from direct to indirect ownership for the contributed shares is documented through multiple trusts where Mr. Bergman serves as settlor, trustee, or advisor.
TL;DR: Disclosure follows required Section 16 reporting and cites a 10b5-1 plan; transfer to trusts is clearly described.
The Form 4 notes the transactions were executed pursuant to a Rule 10b5-1 plan, which provides an affirmative defense for insider trading when properly adopted. The filing transparently identifies the trusts holding the shares and the reporting person’s roles (settlor, trustee, investment advisor). Signature by an attorney-in-fact is included, and the explanatory footnotes provide ranges for transaction prices and ownership form changes, meeting standard disclosure expectations.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Sale | Class A Common Stock | 17,062 | $8.49 | $145K |
| Sale | Class A Common Stock | 2,938 | $8.97 | $26K |
| holding | Class A Common Stock | -- | -- | -- |
| holding | Class A Common Stock | -- | -- | -- |
| holding | Class A Common Stock | -- | -- | -- |
| holding | Class A Common Stock | -- | -- | -- |
| holding | Class A Common Stock | -- | -- | -- |
| holding | Class A Common Stock | -- | -- | -- |
Footnotes (1)
- The sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on June 3, 2025. The shares were sold by the Per Artur Bergman Revocable Trust, to which the reporting person contributed 17,062 shares of common stock of the Issuer in a transaction that resulted in a change in the form of beneficial ownership from direct to indirect. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $7.89 to $8.87. 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 (3) and (5) to this Form 4. The shares were sold by the Per Artur Bergman Revocable Trust, to which the reporting person contributed 2,938 shares of common stock of the Issuer in a transaction that resulted in a change in the form of beneficial ownership from direct to indirect. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $8.89 to $9.06, inclusive. The shares are held by The Per Artur Bergman Revocable Trust, of which the reporting person is settlor, sole trustee, and sole beneficiary. The shares are held by The Artur Bergman Remainder Trust One DTD 5/2/2019, of which the reporting person is the investment advisor. The shares are held by The Artur Bergman Remainder Trust Three DTD 5/2/2019, of which the reporting person is the investment advisor. The shares are held by The Per Artur Bergman Grantor Retained Annuity Trust No. 3, of which the reporting person is trustee. The shares are held by The Per Artur Bergman Grantor Retained Annuity Trust No. 4, of which the reporting person is trustee. The shares are held by The PAB 2021 Remainder Trust, of which the reporting person is the investment advisor.
