fsly-202508060001517413false00015174132025-08-062025-08-06
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 6, 2025
FASTLY, INC.
(Exact name of Registrant as Specified in Its Charter)
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| Delaware | 001-38897 | 27-5411834 |
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) |
475 Brannan Street, Suite 300
San Francisco, CA 94107
(Address of principal executive offices) (Zip code)
(844) 432-7859
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):
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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Class A Common Stock, $0.00002 par value | | “FSLY” | | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02 Results of Operations and Financial Condition.
On August 6, 2025, Fastly, Inc. (the "Company") announced its financial results for the quarter ended June 30, 2025 by issuing a press release. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Attached hereto as Exhibit 99.2 and incorporated by reference herein is the Company’s investor supplement, regarding results of the quarter ended June 30, 2025 (the “Investor Supplement”). The Investor Supplement will be posted to http://investors.fastly.com immediately after the filing of this Form 8-K.
The information furnished on this Form 8-K, including the exhibits attached, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Executive Officer Appointments and Departure
On August 6, 2025, the Company announced that it had appointed Richard Wong as Chief Financial Officer, effective as of August 11, 2025 (the “CFO Transition Date”) and Scott R. Lovett as President, Go to Market, effective as of August 6, 2025. The Company hired Mr. Wong as Senior Advisor to the Chief Executive Officer, effective as of August 7, 2025, and Mr. Wong will serve in that role until the CFO Transition Date. In connection with Mr. Wong’s appointment, Ronald W. Kisling will cease serving as the Company’s Chief Financial Officer on the CFO Transition Date, but will remain employed with the Company in an advisory capacity through September 15, 2025 to provide transition assistance. Mr. Kisling’s departure is not due to any disagreement with the Company on any matter related to the Company’s operations, policies or practices.
Mr. Wong, age 50, will serve as the Company’s Chief Financial Officer beginning on the CFO Transition Date. Previously, Mr. Wong served as Chief Financial Officer of Benchling from November 2020 to May 2024. From May 2018 to November 2020, he served as Chief Financial Officer of Houzz Inc. Prior to that, he held senior finance roles at LinkedIn and Yahoo!, and started his career as an investment banker at JPMorgan and Banc of America Securities. He holds an MBA from Northwestern University’s Kellogg School of Management and a Bachelor of Science degree in Business Administration from the University of California, Berkeley.
Mr. Lovett, age 59, will serve as the Company’s President, Go To Market, beginning on August 6, 2025. Mr. Lovett previously served as the Company's Chief Revenue Officer from August 2024 until August 2025. From August 2021 to May 2024, Mr. Lovett served as Chief Revenue Officer at Imperva, Inc. From April 2018 to April 2021, Mr. Lovett served as Senior Vice President of Global Web & Security Sales at Akamai Technologies, Inc. Mr. Lovett holds a Bachelor of Arts in Communications from Eastern Illinois University.
There are no arrangements or understandings between Mr. Wong or Mr. Lovett and any other person pursuant to which Mr. Wong and Mr. Lovett was appointed as Chief Financial Officer and President, Go to Market, respectively, and there are no family relationships between Mr. Wong or Mr. Lovett and any director or other executive officer of the Company, and neither Mr. Wong or Mr. Lovett has any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
The press release announcing Mr. Wong’s appointment as the Chief Financial Officer and Mr. Lovett’s appointment as President, Go to Market is attached hereto as Exhibit 99.3 and is filed herewith.
Chief Financial Officer Offer Letter
On August 1, 2025, Mr. Wong entered into a letter agreement with the Company (the “Wong Offer Letter”), providing for his appointment as Chief Financial Officer. Under the Wong Offer Letter, Mr. Wong will be paid an annual base salary of $450,000 and, as a material inducement for him to commence employment, be granted an RSU award having an aggregate value of $8,000,000, determined in accordance with Company policy. The RSU grant will vest as to 25% of the RSUs initially subject to the RSU award on August 15, 2026 and as to 1/16th of the RSUs initially subject to the RSU award on each quarterly anniversary thereof thereafter, such that the RSU award will be fully vested on August 15, 2029, in each case, subject to Mr.
Wong’s continued employment through the applicable vesting dates. The RSU award will be subject to the provisions of the Company’s 2025 Employee Inducement Incentive Plan (the “Inducement Plan”). Pursuant to the terms of the Company’s 2025 Bonus Plan, as previously approved by the Board, Mr. Wong will be eligible to receive a pro-rated bonus for 2025 performance with a target amount of 70% of his base salary, payable in the form of RSUs. Beginning in 2026, Mr. Wong will be eligible for an annual performance-based bonus, with a target amount equal to 70% of his base salary, pursuant to the Company’s bonus plan, which will be paid in either cash or equity at the determination of the Board. Mr. Wong will be eligible to participate in the Company’s 2022 Change in Control and Severance Benefit Plan, a copy of which was filed with the Securities and Exchange Commission (the “SEC”) as an exhibit to the Company’s Annual Report on Form 10-K filed with the SEC on February 26, 2025.
The foregoing description of the Wong Offer Letter with Mr. Wong is qualified in its entirety by reference to the Wong Offer Letter, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K. Mr. Wong will also enter into an indemnification agreement with the Company in the form previously approved by the Board and filed with the SEC.
President, Go To Market Offer Letter
On August 1, 2025, Mr. Lovett entered into a letter agreement with the Company (the “Lovett Offer Letter”), providing for his promotion from Chief Revenue Officer to President, Go to Market, effective as of August 6, 2025. Under the Lovett Offer Letter, Mr. Lovett is to be paid an annual base salary of $450,000 and be granted (i) an equity award having an aggregate value of $1,000,000, determined in accordance with Company policy but using a minimum conversion value of $9 per share, that covers shares of the Company’s Class A common stock, 60% of which will be comprised of RSUs, 25% of which will be comprised of PSUs that vest based on the achievement of financial metrics and 15% of which will be comprised of PSUs that vest based on the achievement of total stockholder return relative to the Company’s peer group, and (ii) an equity award having an aggregate value of $2,500,000, determined in accordance with Company policy but using a minimum conversion value of $9 per share, and that vest based on the achievement of financial metrics. Such RSUs and PSUs will be granted pursuant to the Company’s 2019 Equity Incentive Plan. Mr. Lovett is eligible to earn commissions under the Company's Global Sales Compensation Plan, as regularly updated, with an annual total commission target of 100% of his annual base salary. Mr. Lovett will be eligible to participate in the Company’s 2022 Change in Control and Severance Benefit Plan, a copy of which was filed with the SEC as an exhibit to the Company’s Annual Report on Form 10-K filed with the SEC on February 26, 2025.
The foregoing description of the Lovett Offer Letter with Mr. Lovett is qualified in its entirety by reference to the Lovett Offer Letter, a copy of which is filed as Exhibit 10.2 to this Current Report on Form 8-K.
Departure of Chief Financial Officer
On August 1, 2025, the Company entered into an agreement (the “Transition and Separation Agreement”) with Mr. Kisling which provides for Mr. Kisling’s transition as well as severance benefits that are generally consistent with the terms of the Company’s Executive Change in Control and Severance Benefit Plan (the “Severance Plan”). In exchange for a release of claims by Mr. Kisling and reaffirmation of his obligations under an employee confidential information and invention assignment agreement, Mr. Kisling will be entitled to (i) an amount equal to nine months of his base salary payable in a lump sum and (ii) 75% of Mr. Kisling’s target annual bonus for fiscal year 2025 payable in a lump sum, less withholdings and deductions. Mr. Kisling will also be entitled to (a) accelerated vesting of all outstanding restricted stock units, including performance stock units that are no longer subject to performance-vesting conditions, that would have vested if he had remained an employee for an additional 12 months after the Separation Date, (b) pro-rata and accelerated vesting of the 2025 Operational PSU Award (as defined in the Transition and Separation Agreement), based on actual performance to be measured in early 2026, (c) pro-rata and accelerated vesting of the 2025 rTSR PSU Award (as defined in the Transition and Separation Agreement), based on actual performance through the earlier of February 26, 2028 or a change in control, and (d) vesting of the Stock Price Hurdle PSUs (as defined in the Transition and Separation Agreement) in the event the relevant stock prices are achieved on or prior to September 15, 2026.
If the Company terminates Mr. Kisling’s employment for “cause” or Mr. Kisling resigns without “good reason,” each as defined in the Severance Plan, prior to September 15, 2025, Mr. Kisling will not be entitled to any of the severance benefits described above and will immediately forfeit all outstanding and unvested equity awards.
A copy of the Transition and Separation Agreement is attached as Exhibit 10.3 to this Current Report on Form 8-K. The foregoing description of the Transition and Separation Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Transition and Separation Agreement.
Adoption of 2025 Inducement Incentive Award Plan
On June 11, 2025, the Board adopted the Inducement Plan, pursuant to which the Company has reserved 2,000,000 shares of its Class A common stock for issuance under the Inducement Plan solely to individuals who were not previously employees of the Company as an inducement material to such persons entering into employment with the Company, in accordance with NYSE Listed Company Manual Rule 303A.08. The Inducement Plan was approved by the Board without stockholder approval pursuant to NYSE Listed Company Manual Rule 303A.08. The Board also adopted a form of Restricted Stock Unit Grant Notice and Restricted Stock Unit Award Agreement (the “Award Agreement”) for use with the Inducement Plan.
The foregoing description of the Inducement Plan and Award Agreement is not complete and is qualified in its entirety by reference to the text of the Inducement Plan and Award Agreement, which will be included as exhibits to the Company’s future SEC filings.
Item 9.01 Financial Statements and Exhibits.
(d)Exhibits
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Exhibit No. | | Exhibit Description |
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| 10.1+ | | |
| 10.2+ | | |
| 10.3+ | | |
| 99.1 | | | |
| 99.2 | | | |
| 99.3 | | | |
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+ Indicates management contract or compensatory plan.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| | | | | | FASTLY, INC. |
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| Dated: | August 6, 2025 | | | By: | | /s/ Charles Compton |
| | | | | | Charles Compton |
| | | | | | Chief Executive Officer |
August 1, 2025
Richard Wong
Via email
Re: Employment Terms
Dear Richard:
On behalf of Fastly, Inc. (“Fastly” or "the “Company”), we are pleased to offer you a position with the Company under the terms set forth in this letter.
Position. Effective as of your Employment Commencement Date on August 7, 2025, you will serve the Company as Senior Advisor to the Chief Executive Officer and, effective as of August 11, 2025, you will transition to Chief Financial Officer.
Location. You will principally work either remotely from your home or from Fastly’s office in San Francisco, CA, both locations of which will be considered your primary place of employment.
Duties and Reporting Relationship. You will report to the Company’s Chief Executive Officer. You may be asked to perform other duties as our business needs dictate.
Base Salary. Your initial base salary will be at an annual rate of $450,000.00 subject to applicable deductions and withholdings and paid on the Company’s normal payroll schedule. As a full-time, salaried, exempt employee you will be expected to work the Company’s normal business hours and additional hours as required by your job duties, and you will not be eligible for overtime pay.
Bonus: Pursuant to the terms of the Company’s 2025 Bonus Plan, as previously approved by the Company’s Board of Directors (the “Board”), you will be eligible to receive a pro-rated bonus for 2025 performance, with a target amount of 70% of your base salary, payable in the form of restricted stock units (“RSUs”) covering shares of the Company’s Class A Common Stock (such bonus, the “2025 CFO Bonus Award”). The 2025 CFO Bonus Award shall be subject to achievement of the performance objectives as previously approved by the Board and certification by the Board of such achievement thereof. Beginning in 2026, you will continue to be eligible to earn an annual target bonus equal to 70% of your annual base salary, subject to the terms and conditions of the Company’s bonus plan, including any plan rules/requirements relating to a particular period, in effect from time to time. The bonus may be paid in either cash or equity at the determination of the
Board. Except as otherwise contemplated herein, each of the 2025 CFO Bonus Award and future bonuses will be paid subject to the terms and conditions of the Company’s bonus plan and the Company’s 2019 Equity Incentive Plan, including the determination by the Board of any performance objectives and achievement levels for such year.
Standard Benefits and Paid Time Off. You will be eligible to participate in all benefits which Fastly makes generally available to its regular full-time employees in accordance with the terms and conditions of the benefit plans and Company policies, including health insurance, dental insurance, paid time off and holidays. The Company reserves the right to modify or cancel any or all of its benefit programs at any time. Further details about Fastly’s benefit plans are available for your review in the benefit Summary Plan Documents.
Equity Compensation. Subject to the approval of the Company’s Board of Directors or its designated Committee, as an inducement to your employment with the Company, you will be granted an RSU award covering shares of the Company’ s Class A common stock. The RSU award will have a total value on the date of grant equal to approximately $8,000,000, with total value determined in accordance with the Company’s standard policy, as in effect from time to time. The RSU award will vest as to 25% of the RSUs initially subject to the RSU award on August 15, 2026 and as to 1/16th of the RSUs initially subject to the RSU award on each quarterly anniversary thereof thereafter such that the RSU award will be fully vested on August 15, 2029, in each case, subject to your continued employment through the applicable vesting date. The RSU award will be subject to the provisions of the Company’s Employee Inducement Incentive Plan (the “Plan”) and related award agreements. In case of any conflict between the terms of this offer letter agreement and the Plan or any award agreement thereunder, the terms of the Plan and award agreement will control.
Severance Plan. You will be entitled to participate in the Company’s 2022 Change in Control and Severance Benefit Plan, a copy of which is publicly filed as an exhibit to the Company’s Annual report on Form 10-K for the year ended December 31, 2024 (the “Severance Plan”) in accordance with the terms and conditions of the Severance Plan. In addition, for the avoidance of doubt, the Company agrees that, for purposes of the definition of Good Reason under the Severance Plan, it will be a material reduction of your authority, duties or responsibilities if you cease to be the Chief Financial Officer of a publicly traded company.
Expenses. During your employment, your reasonable, documented business expenses will be reimbursed by the Company in accordance with its standard policies and practices. You will be entitled to travel business class for all air travel.
Legal Fees. The Company will reimburse up to $20,000 in reasonable legal fees incurred by you in connection with the negotiation and documentation of your offer to be Chief Financial Officer. Such fee payment will be grossed up for applicable taxes, and the Company may in its discretion choose to pay you or your service provider directly.
Confidentiality, Arbitration and Policies. As a condition of your employment, you will be required to sign and comply with the Company’s standard Employee Confidential Information and Inventions Assignment Agreement (attached as Exhibit A). You are also required to acknowledge that you have reviewed and understand your rights under the Company’s Arbitration Agreement (attached as Exhibit B). In addition, you will be required to abide by all applicable Fastly policies and procedures as may be in effect from time to time, including but not limited to its employment policies, and from time to time you will be required to acknowledge in writing that you have reviewed and will comply with the Company’s policies.
At-Will Employment Relationship. Your employment is not for any fixed period of time, and it is terminable at-will. Thus, either you or the Company may terminate your employment relationship at any time, with or without cause, and with or without advance notice. While the Company may change your position, reporting relationship, duties, compensation and work location from time to time at its discretion, the at-will nature of your employment may only be modified in a writing signed by you and an authorized member of the Board. Although not required, the Company requests that you provide at least two weeks’ advance written notice of your resignation, to permit you and the Company to arrange for a smooth transition of your workload and attend to other matters relating to your departure.
Conditions. This offer of employment and your employment with the Company is contingent upon satisfactory results of a background check to be performed pursuant to your written authorization. You agree to assist as needed, and to complete any documentation at the Company’s request, to meet these conditions.
Miscellaneous. This letter, collectively with Exhibit A and Exhibit B, constitutes the complete and exclusive statement of your agreement with the Company regarding the terms of your employment with Fastly. It supersedes any other agreements or promises made to you by any party, whether oral or written. The terms of this offer letter agreement cannot be amended or modified (except with respect to those changes expressly reserved to the Company’s discretion in this letter), without a written modification signed by you and a duly authorized officer of the Company. The terms of this offer letter agreement are governed by the laws of the State of California without regard to conflicts of law principles. If any provision of this offer letter agreement is determined to be invalid or unenforceable, in whole or in part, this determination shall not affect any other provision of this offer letter agreement and the provision in question shall be modified so as to be rendered enforceable in a manner consistent with the intent of the parties insofar as possible under applicable law. With respect to the enforcement of this offer letter agreement, no waiver of any right hereunder shall be effective unless it is in writing. For purposes of construction of this offer letter agreement, any ambiguity shall not be construed against either party as the drafter. This offer letter agreement may be executed in more than one counterpart, and signatures transmitted via facsimile or PDF shall be deemed equivalent to
originals. As required by law, this offer is subject to satisfactory proof of your identity and right to work in the United States.
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We are very pleased that you will be joining Fastly. Please sign and date this letter and the enclosed exhibits and return them to us by the close of business on August 1, 2025 if you wish to accept employment under the terms described above. If we do not receive the fully signed letter and the signed Exhibit A and Exhibit B from you by that date, the Company’s offer in this letter will expire. In addition, this offer will expire if you do not provide the requested authorization to perform a background check within 72 hours of your acceptance of this offer. If you accept our offer, we would like you to start on August 7, 2025 (the date you actually commence employment, your “Employment Commencement Date”).
Sincerely,
Fastly, Inc.
/s/ Charles Compton
Charles Compton
Chief Executive Officer
Exhibit A – Employee Confidential Information and Inventions Assignment Agreement
Exhibit B – Arbitration Agreement
Understood and Accepted: Date:
/s/ Richard Wong August 1 , 2025
Richard Wong
Exhibit A
FASTLY, INC.
Employee Confidential Information and Inventions Assignment Agreement
Exhibit B
FASTLY, INC.
Arbitration Agreement
August 1, 2025
Scott Lovett
Via email
Re: Employment Terms
Dear Scott:
On behalf of Fastly, Inc. (“Fastly” or the “Company”), we are pleased to offer you the position of President, Go to Market of the Company, effective as of August 6, 2025 under the terms set forth in this letter.
Location. You will principally work either remotely from your home or from Fastly’s office in San Francisco, CA, both locations of which will be considered your primary place of employment.
Duties and Reporting Relationship. As President, Go to Market, you will report to the Company’s Chief Executive Officer. You may be asked to perform other duties as our business needs dictate.
Base Salary. Your annual base salary will continue to be at the rate of $450,000.00 subject to applicable deductions and withholdings and paid on the Company’s normal payroll schedule. As a full-time, salaried, exempt employee you will be expected to work the Company’s normal business hours and additional hours as required by your job duties, and you will not be eligible for overtime pay.
Commission Program. In addition to your base pay, you will also be eligible to earn commissions under the applicable Global Sales Compensation Plan, as regularly updated and which will be provided to you (the “Sales Plan”). Whether you earn any commissions and the amount of any commission payments (if any) will be subject to the terms and conditions set forth in the Sales Plan. For example, if you are employed throughout the calendar year and you meet 100% of the targets, your annual overall commissions earnings would be $450,000.00 subject to any applicable deductions and subject to the terms of the Sales Plan. Annual commission target amounts are subject to proration based on time in role and any changes to target compensation.
Any commission payments will be paid subject to applicable payroll deductions and withholdings. Payment of commissions is subject to the terms of the Sales Plan and the Company’s policy and rules. The Company reserves the right to amend, change or cease the Sales Plan at any time.
Standard Benefits and Paid Time Off. You will continue to be eligible to participate in all benefits which Fastly makes generally available to its regular full-time employees in accordance with the terms and conditions of the benefit plans and Company policies, including health insurance, dental insurance, paid time off and holidays. The Company reserves the right to modify or cancel any or all of its benefit programs at any time. Further details about Fastly’s benefit plans are available for your review in the benefit Summary Plan Documents.
Equity Compensation. Subject to the approval of the Company’s Board of Directors (the “Board”) or its designated Committee, you will be granted two separate equity awards. The first equity award will have an aggregate value of $1 million, determined in accordance with Company policy but using a minimum conversion value of $9 per share, that covers shares of the Company’s Class A common stock, 60% of which will be comprised of restricted stock units (“RSUs”), 25% of which will be comprised of performance stock units (“PSUs”) that vest based on the achievement of financial metrics (“Financial Metric PSUs”) and 15% of which will be comprised of PSUs that vest based on the achievement of total stockholder return relative to the Company’s peer group. The RSUs and PSUs will be subject to the same terms and conditions as the RSUs and PSUs granted to other executive officers of the Company as part of their 2025 annual focal grant and will be subject to the provisions of the Company’s 2019 Equity Incentive Plan (the “Plan”) and related award agreements. In case of any conflict between the terms of this offer letter agreement and the Plan or any award agreement thereunder, the terms of the Plan and award agreement will control.
The second equity award will be comprised solely of Financial Metrics PSUs and have an aggregate value of $2.5 million, determined in accordance with Company policy but using a minimum conversion value of $9 per share (the “Retention PSU Award”). The Retention PSU Award will have the same terms and conditions as the PSUs vesting based on the achievement of financial metrics that were granted as part of the 2025 annual focal grant and be subject to the provisions of the Plan and related award agreement. In case of any conflict between the terms of this offer letter agreement and the Plan or any award agreement thereunder, the terms of the Plan and award agreement will control.
Severance Plan. You will be entitled to participate in the Company’s 2022 Change in Control and Severance Benefit Plan, a copy of which is publicly filed as an exhibit to the Company’s Annual report on Form 10-K for the year ended December 31, 2024 (the “Severance Plan”).
Expenses. During your employment as President, Go to Market, your reasonable, documented business expenses will be reimbursed by the Company in accordance with its standard policies and practices. You will be entitled to travel business class for all air travel.
Confidentiality, Arbitration and Policies. You will continue to be subject to the Employee Confidential Information and Inventions Assignment Agreement and the Arbitration Agreement that you previously entered into with the Company. In addition, you will continue to be required
to abide by all applicable Fastly policies and procedures as may be in effect from time to time, including but not limited to its employment policies, and from time to time you will be required to acknowledge in writing that you have reviewed and will comply with the Company’s policies.
At-Will Employment Relationship. Your employment is not for any fixed period of time, and it is terminable at-will. Thus, either you or the Company may terminate your employment relationship at any time, with or without cause, and with or without advance notice. While the Company may change your position, reporting relationship, duties, compensation and work location from time to time at its discretion, the at-will nature of your employment may only be modified in a writing signed by you and an authorized member of the Board. Although not required, the Company requests that you provide at least two weeks’ advance written notice of your resignation, to permit you and the Company to arrange for a smooth transition of your workload and attend to other matters relating to your departure.
Miscellaneous. This letter, collectively with your Employee Confidential Information and Inventions Assignment Agreement and your Arbitration Agreement, constitutes the complete and exclusive statement of your agreement with the Company regarding the terms of your employment with Fastly. It supersedes any other agreements or promises made to you by any party, whether oral or written. The terms of this offer letter agreement cannot be amended or modified (except with respect to those changes expressly reserved to the Company’s discretion in this letter), without a written modification signed by you and a duly authorized officer of the Company. The terms of this offer letter agreement are governed by the laws of the State of California without regard to conflicts of law principles. If any provision of this offer letter agreement is determined to be invalid or unenforceable, in whole or in part, this determination shall not affect any other provision of this offer letter agreement and the provision in question shall be modified so as to be rendered enforceable in a manner consistent with the intent of the parties insofar as possible under applicable law. With respect to the enforcement of this offer letter agreement, no waiver of any right hereunder shall be effective unless it is in writing. For purposes of construction of this offer letter agreement, any ambiguity shall not be construed against either party as the drafter. This offer letter agreement may be executed in more than one counterpart, and signatures transmitted via facsimile or PDF shall be deemed equivalent to originals. As required by law, this offer is subject to satisfactory proof of your identity and right to work in the United States.
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We are very pleased that you will continue employment with Fastly in the role of President, Go to Market. Please sign and date this letter and return it to us by the close of business on August 1, 2025 if you wish to accept your promotion to President, Go to Market under the terms described above. If we do not receive the fully signed letter from you by that date, the Company’s offer in this letter will expire. If you accept our offer, your promotion will be effective on August 6, 2025.
Sincerely,
Fastly, Inc.
By: /s/ Charles Compton
Charles Compton
Chief Executive Officer
Understood and Accepted: Date:
/s/ Scott Lovett August 1, 2025
TRANSITION AND SEPARATION AGREEMENT
This Transition and Separation Agreement (this “Agreement”) is entered into by and among Ronald W. Kisling (“Executive”) on the one hand and Fastly, Inc. (the “Company”) on the other (each a “Party” and together the “Parties”), with reference to the following facts:
A.WHEREAS, Executive is employed with the Company as its Chief Financial Officer (“CFO”) pursuant to an offer letter dated June 22, 2021 (the “Offer Letter”);
B.WHEREAS, Employee signed that certain Employee Confidential Information and Inventions Assignment Agreement dated June 22, 2021 (the “CIIAA”), a copy of which is attached as Exhibit B hereto and the terms of which are incorporated by reference into this Agreement;
C.WHEREAS, Employee signed that certain Arbitration Agreement dated June 22, 2021 (the “Arbitration Agreement”), the terms of which are incorporated by reference into this Agreement;
D.WHEREAS, Executive has outstanding Restricted Stock Units covering shares of the Company’s Class A common stock that are subject solely to service-vesting conditions (the “RSUs”) and outstanding Performance Stock Units covering shares of the Company’s Class A common stock that are subject to service- and performance-vesting conditions (the “PSUs” and, collectively, the “Equity Awards”). Executive’s outstanding Equity Awards are set forth on Appendix A. The Equity Awards are subject to vesting and other terms and conditions in accordance with the terms of the Company’s 2019 Equity Incentive Plan (the “Plan”) and the applicable grant notices and agreements (the “Equity Agreements”);
E.WHEREAS, Employee is a participant in the Fastly, Inc. Executive Change in Control and Severance Benefit Plan dated May 3, 2019 (the “Severance Plan”);
F.WHEREAS, Executive’s employment with the Company will terminate on September 15, 2025 (the “Planned Separation Date” and the date Executive’s employment terminates, the “Separation Date”); and
G.WHEREAS, the Parties wish to provide for an orderly transition of the Executive’s duties and responsibilities, and to resolve any and all disputes, claims, complaints, grievances, charges, actions, petitions, and demands that the Executive may have against the Company and any of the Releasees as defined below, including, but not limited to, any and all claims arising out of or in any way related to Executive’s employment with or separation from the Company.
NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth, the Parties agree as follows:
1.Effective Date. This Agreement is effective on the day Executive signs it (the “Effective Date”).
2.Transition Period. The period from the Effective Date through the Separation Date will be the “Transition Period.” During the Transition Period:
(a)Title and Duties. Executive will continue to report to the Chief Executive Officer (the “CEO”). Executive agrees to cooperate in the orderly transition of Executive’s pending responsibilities, work assignments or projects, to respond promptly to questions and requests for information, and to support the Company’s efforts to onboard a new CFO (collectively, the “Transition Duties”). At all times during the Transition Period, Executive will comply with Executive’s fiduciary and ethical obligations to the Company and with all applicable Company policies.
(b)Performance of Transition Duties. Executive agrees to exercise the highest degree of professionalism and utilize Executive’s expertise in performing the Transition Duties. Executive shall continue to comply with all Company’s policies and procedures and with all of Employee’s statutory, contractual, professional, ethical, and fiduciary obligations to the Company, including, without limitation, under the CIIAA.
(c)Compensation. The Company shall continue to pay Executive’s base salary at an annual rate of $600,000 (the “Base Salary”), less applicable taxes, garnishments and any other withholding required by law or authorized by Executive and in accordance with the Company’s regular payroll procedures.
(d)Benefits. Executive shall remain eligible for Executive’s regular employee benefits in accordance with the applicable Company policies or plans.
(e)Equity. Executive will continue to vest in any unvested shares subject to the Equity Awards in accordance with the terms of the Plan and the applicable Equity Agreements.
3.Early Termination
(a)At-Will Employment. During the Transition Period, Executive’s employment shall remain at-will, meaning that Executive may resign Executive’s employment and the Company may terminate Executive’s employment with or without Cause (as defined in the Severance Plan) in accordance with the provisions of this Agreement.
(b)Termination Without Cause or Resignation With Good Reason. If prior to the Planned Separation Date, the Company terminates Executive’s employment without Cause (as defined in the Severance Plan), Executive resigns for Good Reason (as defined in the Severance Plan with duties and responsibilities determined based on the duties and responsibilities set forth herein) or Executive dies, then Executive will remain eligible for the Severance Benefits (as defined and described below), provided that Executive (or his estate, if applicable) has satisfied the conditions for receipt of the Severance Benefits (as set forth below).
(c)Termination with Cause or Resignation Without Good Reason. If on or prior to the Planned Separation Date, the Company terminates Executive’s employment with Cause or Executive resigns without Good Reason, then Executive will no longer be eligible for participation in any Company benefit plans, and Executive will not be entitled to the Severance Benefits and will only be provided with the minimum entitlements to which Executive is entitled pursuant to applicable law, including the payment of earned and accrued wages as of the actual termination date.
4.Separation Logistics.
(a)Separation Date. As of the Separation Date, Executive’s employment with the Company and all its affiliates shall terminate, and Executive shall be deemed to have resigned from all committees and board memberships, if any, then held with the Company and its affiliates. Executive agrees to execute any documents necessary to effectuate such resignation.
(b)Final Paycheck. On or before the Separation Date, the Company will pay Executive all accrued but unpaid wages, including accrued and unused vacation, as of the Separation Date, subject to standard payroll deductions and withholdings.
Executive is entitled to this payment regardless of whether Executive signs this Agreement.
(c)Business Expenses. Within ten (10) days after the Separation Date, Executive will submit Executive’s final documented expense reimbursement statement reflecting all business expenses Executive incurred through the Separation Date, if any, for which Executive seeks reimbursement. The Company will reimburse Executive for these expenses pursuant to its regular business practice.
(d)Healthcare Continuation Coverage. If Executive and/or Executive’s dependents are enrolled in the Company’s group healthcare benefits, such benefits shall expire on the last day of the month in which Executive’s employment terminates (the “Benefits Expiration Date”). Thereafter, Executive shall have the opportunity to elect continued healthcare coverage after the Separation Date pursuant to the provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985 or the applicable state law equivalent (collectively, “COBRA”). Except as provided in Section 5 below, Executive will be solely responsible for all COBRA premiums.
(e)Equity. Except as provided in Section 5 below, Executive will cease vesting in the Equity Awards on the Separation Date and all unvested shares subject to the Equity Awards will forfeit and cancel automatically on the Separation Date with no further consideration due to Executive. Executive’s rights and obligations with respect to the vested shares underlying the Equity Awards will be governed by the Plan, the applicable Equity Agreements, and as set forth herein.
5.Severance Benefits. Provided that Executive (i) signs and delivers a copy of the Release of Claims attached hereto as Exhibit A (the “Release”) within 21 days after the Separation Date, (ii) does not revoke the Release during the applicable revocation period and (iii) is in continuous compliance with Executive’s obligations under this Agreement (including the Transition Duties and the Continuing Obligations) and the CIIAA, Executive will be eligible to receive the following Severance Benefits (the “Severance Benefits”), subject to the following terms and conditions:
(a)Severance Payments. The Company will pay Executive cash severance of $562,500, subject to applicable withholding and deductions (the “Severance”), which is the sum of (i) nine (9) months of Executive’s base salary and (ii) seventy-five percent (75%) of Executive’s annual target bonus for 2025. The Company will pay the Severance in a lump-sum no later than the second regular payroll date following the Release Effective Date (as defined in the Release).
(b)Continued Benefits. If Executive timely elects continued group health plan continuation coverage under COBRA, the Company shall pay directly to the carrier the full amount of Executive’s COBRA premiums on behalf of Executive for Executive’s continued coverage under the Company’s health plans, including coverage for Executive’s eligible dependents, until the earliest of (i) nine (9) months after the Benefit Expiration Date, (ii) the expiration of Executive’s eligibility for the continuation coverage under COBRA, or (iii) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment (such period from the Separation Date through the earliest of (i) through (iii), the “COBRA Payment Period”). Upon the conclusion of such period of insurance premium payments made by the Company, Executive will be responsible for the entire payment of premiums (or payment for the cost of coverage) required under COBRA for the duration of Executive’s eligible COBRA coverage period, if any. For purposes of this Section, (1) references to COBRA shall be deemed to refer also to analogous provisions of state law and (2) any applicable insurance premiums that are paid by the Company shall not include any amounts payable by Executive under an Internal Revenue Code Section 125 health care reimbursement plan, which amounts, if any, are Executive’s sole responsibility. Executive agrees to promptly notify the Company as soon as Executive becomes eligible for health insurance coverage in connection with new employment or self-employment. Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that it cannot provide the COBRA premium benefits without potentially violating the nondiscrimination requirements under Section 105(h) of the Code or potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then in lieu of paying COBRA premiums directly to the carrier on Executive’s behalf, the Company will instead pay Executive on the last day of each remaining month of the COBRA Payment Period a fully taxable cash payment equal to the value of Executive’s monthly COBRA premium for the first month of COBRA coverage, subject to applicable tax withholding (such amount, the “Special Severance Payment”), such Special Severance Payment to be made without regard to Executive’s election of COBRA coverage or payment of COBRA premiums and without regard to Executive’s continued eligibility for COBRA coverage during the COBRA Payment Period. Such Special Severance Payment shall end upon expiration of the COBRA Payment Period.
(c)Equity Awards.
(i)RSUs. Each of Executive’s awards of RSUs outstanding as of the Separation Date (including any PSUs that are no longer subject to performance-vesting conditions) shall accelerate and become vested to the extent
set forth for such award on Appendix A, which represents the number of shares subject to such Equity Award that would have vested if Executive had completed an additional twelve (12) months of service following the Separation Date. Any RSUs that remain unvested after giving effect to the foregoing acceleration shall terminate as of the Separation Date for no consideration.
(ii)2025 Operational PSUs. The PSUs granted to Executive on February 26, 2025 that have a performance period of January 1, 2025 through December 31, 2025 (Grant Number 108627) (the “2025 Operational PSU Award”) and evidenced by the Performance Stock Award Grant Notice and Restricted Stock Unit Award Agreement entered into in connection therewith (the “Operational PSU Agreement”) shall remain subject to the terms and conditions of the Operational PSU Agreement except that the Maximum Number of Restricted Stock Units (as defined in the Operational PSU Agreement) shall be adjusted to the number set forth on Appendix A and the Actual Award (as defined in the Operational PSU Agreement) shall vest in full on the Certification Date (as defined in the Operational PSU Agreement).
(iii)2025 Relative Total Stockholder Return PSUs. The PSUs granted to Executive on February 26, 2025 that have a performance period commencing February 26, 2025 and ending on the earlier of February 26, 2028 or a Change in Control (as defined in the Plan) of the Company (Grant Number 108655) (the “2025 rTSR PSU Award”) and evidenced by the Performance Stock Award Grant Notice and rTSR Restricted Stock Unit Award Agreement entered into in connection therewith (the “rTSR PSU Agreement”) shall remain subject to the terms and conditions of the rTSR PSU Agreement, it being understood that in the event the Performance Period (as defined in the rTSR PSU Agreement) ends on February 26, 2028, then the number of shares of Class A common stock to be issued in settlement of the 2025 rTSR PSU Award shall be determined by multiplying the Achievement Factor (as defined in the rTSR PSU Agreement) by the number of PSUs eligible for accelerated vesting set forth for the 2025 rTSR PSU Award on Appendix A.
(iv)Stock Price Hurdle PSUs. Tranches 2 and 3 of the award of PSUs granted to Executive on September 20, 2022 (the “2022 PSU Award”), as reflected on Appendix A, shall remain outstanding and eligible to vest in accordance with the terms thereof through the first anniversary of the Separation Date, provided, that, for the avoidance of doubt, Executive shall be deemed to have satisfied any service-based requirement applicable to such tranches. Any
portion of the 2022 PSU Award that remains unvested as of immediately following the first anniversary of the Separation Date, shall thereupon terminate for no consideration.
(v)Other Terms and Conditions. Except as provided in subsections (i) through (iii), the RSUs and PSUs held by Executive shall remain subject to the terms and conditions set forth in the Plan and the applicable Equity Agreements. The Equity Agreements shall be deemed amended to the extent necessary to reflect subsections (i) through (iv) of this Section 5(c).
(d)Sole Severance Benefits. Executive agrees that, except as set forth in this Section 5, Executive is not entitled to any other severance or other payments or benefits from the Company following the Separation Date, and that the Severance Benefits provided by this Section 5 are adequate and valuable consideration for the promises contained in this Agreement.
(e)Taxes. Executive understands and agrees that all payments under this Agreement will be subject to appropriate tax withholding and other deductions. To the extent any taxes may be payable by Executive for the benefits provided to Executive by this Agreement beyond those withheld by the Company, Executive agrees to pay them and to indemnify and hold the Company and the other entities released herein harmless for any tax claims or penalties, and associated attorneys’ fees and costs, resulting from any failure by Executive to make required payments.
(f)Section 409A. All Severance Benefits provided under this Agreement are intended to satisfy the requirements for an exemption from the application of Section 409A of the Internal Revenue Code of 1986, as amended, and the Department of Treasury regulations and other interpretive guidelines issued thereunder (collectively, “Section 409A”) to the maximum extent that an exemption is available and any ambiguities herein shall be interpreted accordingly; provided, however, that to the extent such an exemption is not available, the Severance Benefits are intended to comply with the requirements of Section 409A otherwise to the extent necessary to avoid adverse personal tax consequences and any ambiguities herein shall be interpreted accordingly. To the extent any payment under this Agreement may be classified as a “short-term deferral” within the meaning of Section 409A, such payment shall be deemed a short-term deferral, even if it may also qualify for an exemption from Section 409A. Notwithstanding any provision to the contrary in this Agreement: (a) for purposes of Section 409A, Executive’s right to receive installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct
payments; and (b) to the extent that any reimbursement of expenses or in-kind benefits constitutes “deferred compensation” under Section 409A, such reimbursement or benefit shall be provided no later than December 31 of the year following the year in which the expense was incurred. The amount of expenses reimbursed in one year shall not affect the amount eligible for reimbursement in any subsequent year. The amount of any in-kind benefits provided in one year shall not affect the number of in-kind benefits provided in any other year. Notwithstanding anything to the contrary herein, to the extent (i) any payments to which Executive is entitled under this Agreement in connection with Executive’s separation from service with the Company constitute deferred compensation subject to Section 409A and (ii) Executive is deemed at the time of such termination of employment to be a “specified” employee under Section 409A, then such payment or payments shall not be made or commence until the earlier of (i) the expiration of the six (6)-month period measured from Executive’s separation from service; or (ii) as soon as administratively practicable after the date of Executive’s death; provided, however, that such deferral shall only be effected to the extent required to avoid adverse tax treatment to Executive. Upon the expiration of the applicable deferral period, any payments which would have otherwise been made during that period (whether in a single sum or in installments) in the absence of this paragraph shall be paid to Executive or Executive’s beneficiary in one lump sum (without interest).
6.Continuing Obligations. Executive acknowledges and agrees to comply with all continuing obligations under the CIIAA (the “Continuing Obligations”). Executive acknowledges that Executive’s continued compliance with the Continuing Obligations express conditions to Executive’s rights to the Severance Benefits.
7.Return of Company Property. Within five (5) business days after the Separation Date, Executive shall return to the Company all Company documents (and all copies thereof) and other Company property in Executive’s possession, custody, or control. In addition, if Executive has used any personally owned computer, server, or e-mail system to receive, store, review, prepare or transmit any confidential or proprietary data, materials or information of the Company, then within five (5) business days after the Separation Date, Executive must provide the Company with a computer-useable copy of such information and then permanently delete and expunge such confidential or proprietary information from those systems without retaining any reproductions (in whole or in part); and Executive agrees to provide the Company access to Executive’s system, as requested, to verify that the necessary copying and deletion is done. Executive’s timely compliance with the provisions of this paragraph is a precondition to Executive’s receipt of the Severance Benefits and other benefits provided hereunder.
8.Executive’s Cooperation. During the Transition Period and after the Separation Date, Executive shall cooperate with the Company and its affiliates, upon the Company’s reasonable request, with respect to any internal investigation or administrative, regulatory, or judicial proceeding involving matters within the scope of Executive’s duties and responsibilities to the Company or its affiliates during Executive’s employment with the Company (including, without limitation, Executive being available to the Company upon reasonable notice for interviews and factual investigations, appearing at the Company’s reasonable request to give testimony without requiring service of a subpoena or other legal process, and turning over to the Company all relevant Company documents which are or may have come into Executive’s possession during Executive’s employment); provided, however, that any such request by the Company shall not be unduly burdensome or interfere with Executive’s personal schedule or ability to engage in gainful employment. To the extent permitted by applicable law, the Company will reimburse Executive for reasonable out-of-pocket expenses, if any, incurred in connection with any such cooperation.
9.Confidentiality; Non-Disparagement; Protected Rights. Executive acknowledges and agrees that the Severance Benefits are conditioned on Executive’s promise to comply with the following:
(a)Executive Non-Disparagement. Subject to Section 9(b) below, Executive agrees that Executive shall not disparage the Company, its officers, directors, employees, shareholders or agents or its products or services, in any manner likely to be harmful to them or their business, business reputation, or personal reputation; provided, however, that Executive will respond accurately and fully to any question, inquiry or request for information when required by legal process or in connection with a government investigation. In addition, Executive understands that nothing in this Agreement is intended to prohibit or restrain Executive in any manner from making disclosures that are protected under the whistleblower provisions of federal or state law or regulation. The Company will not, and will instruct its officers and directors not to, disparage Executive in any manner likely to be harmful to Executive or Executive’s business, business reputation, or personal reputation.
(b)Protected Rights. Nothing in this Agreement (i) prohibits Executive from discussing or disclosing information about unlawful acts in the workplace, such as harassment, or discrimination, or any other conduct that Executive has reason to believe is unlawful, (ii) limits Executive’s ability to exercise rights, if applicable, under Section 7 of the NLRA or similar state law to engage in protected, concerted activity with other employees, (iii) prohibits Executive from participating in an investigation or proceeding conducted by the Equal Employment Opportunity
Commission, the National Labor Relations Board, the Securities and Exchange Commission, law enforcement, or any other any federal, state or local agency charged with the enforcement of any laws, or from communicating with or filing a charge or complaint with any such agencies, or (iv) prohibits Executive from reporting possible violations of federal law or regulation to any United States governmental agency or entity in accordance with the provisions of and rules promulgated under Section 21F of the Securities Exchange Act of 1934 or Section 806 of the Sarbanes-Oxley Act of 2002, or any other whistleblower protection provisions of state or federal law or regulation (including the right to receive an award for information provided to any such government agencies).
(c)Requests for References. All external requests for references should be directed to Puja Jaspal, Chief People Officer, who will confirm only Employee’s job title and dates of employment.
10.No Voluntary Adverse Action. Except as reasonably necessary to comply with Executive’s obligations under Section 8 above, Executive agrees that Executive will not voluntarily provide assistance, information or advice, directly or indirectly (including through agents or attorneys), to any person or entity in connection with any proposed or pending litigation, arbitration, administrative claim, cause of action, or other formal proceeding of any kind brought against the Company, its parent or subsidiary entities, affiliates, officers, directors, employees or agents, nor shall Executive induce or encourage any person or entity to bring any such claims; provided, however, that Executive must respond accurately and truthfully to any question, inquiry or request for information to the extent required by legal process (e.g., a valid subpoena or other similar compulsion of law) or as part of a government investigation.
11.No Assignment by Executive. Executive warrants and represents that no portion of any of the matters released herein, and no portion of any recovery or settlement to which Executive might be entitled, has been assigned or transferred to any other person, firm, or corporation not a party to this Agreement, in any manner, including by way of subrogation or operation of law or otherwise. If any claim, action, demand, or suit should be made or instituted against the Company or any other Releasee because of any actual assignment, subrogation, or transfer by Executive, Executive agrees to indemnify and hold harmless the Company and all other Releasees against such claim, action, suit, or demand, including necessary expenses of investigation, attorneys’ fees, and costs. In the event of Executive’s death, this Agreement shall inure to the benefit of Executive and Executive’s executors, administrators, heirs, distributees, devisees, and legatees. Executive may not assign or transfer any of Executive’s rights or
obligations under this Agreement, except that Executive may assign or transfer Executive’s rights to payments hereunder upon Executive’s death by will or operation of law.
12.Company Assignment and Successors. The Company may assign its rights and obligations under this Agreement to any successor to all or substantially all the business or the assets of the Company (by merger or otherwise). This Agreement shall be binding upon and inure to the benefit of the Company and its successors, assigns, personnel, and legal representatives.
13.No Admission. Executive understands and agrees that nothing in this Agreement, including the Company’s provision of the Severance Benefits, shall constitute or be construed as an admission of any wrongdoing or liability whatsoever by the Releasees.
14.Severability. The provisions of this Agreement are severable. If any provision is held to be invalid or unenforceable, it shall not affect the validity or the enforceability of any other provision.
15.DISPUTE RESOLUTION. THE PARTIES AGREE THAT ALL DISPUTES ARISING FROM OR RELATING TO THIS AGREEMENT, EXECUTIVE’S EMPLOYMENT WITH THE COMPANY, OR EXECUTIVE’S TERMINATION THEREFROM, SHALL BE RESOLVED IN ACCORDANCE WITH AND SUBJECT TO THE ARBITRATION AGREEMENT.
16.Governing Law. Subject to the Arbitration Agreement, this Agreement shall be construed and enforced in accordance with, and the rights of the Parties shall be governed by, the laws of the State of California, without regard to any conflicts of laws provisions or those of any state other than California.
17.Integrated Agreement. This Agreement, together with any agreements incorporated by reference herein (including the Severance Plan, the CIIAA, the Arbitration Agreement, the Plan, the Equity Agreements (as amended herein) and the Release), comprises the entire agreement between the Parties regarding the subject matter hereof and supersedes, in their entirety, any other agreements between the Parties regarding the subject matter hereof (including the Offer Letter). Executive acknowledges that there are no other agreements, written, oral, or implied, and that Executive may not rely on any prior negotiations, discussions, representations, or agreements.
18.Amendment. This Agreement may not be altered, amended, or modified except in a written agreement signed by both Executive and a duly authorized officer of the Company, which states expressly that it is intended to modify this Agreement.
19.Knowing and Voluntary Signature. Executive acknowledges and agrees that: (a) Executive was hereby advised to consult with an attorney concerning this Agreement, and (b) Executive has read and understands the Agreement, is fully aware of its legal effect, and has entered it freely based on the Executive’s own judgment.
20.Execution in Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which together shall be deemed to be one and the same instrument. A facsimile, PDF (or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or any other type of copy of an executed version of this Agreement signed by a party is binding upon the signing party to the same extent as the original of the signed agreement.
[Rest of page left blank. Signatures on following page.]
IN WITNESS WHEREOF, the undersigned have caused this Separation Agreement to be duly executed and delivered as of the date indicated next to their respective signatures below.
EXECUTIVE
DATED: August 1, 2025
/s/ Ronald W. Kisling
Ronald W. Kisling
FASTLY, INC.
DATED: August 1, 2025
By: /s/ Puja Jaspal
Name: Puja Jaspal
Title: Chief People Officer
EXHIBIT A
RELEASE OF CLAIMS
Ronald W. Kisling (“Executive”) provides this Release of claims (the “Release”) in favor of Fastly, Inc. (the “Company”) effective upon the eighth day after Executive’s signature hereto (the “Release Effective Date”), provided Executive has not revoked it in accordance with Section 1(d) below. Except as set forth in this Release, capitalized terms have the same definitions as in the Transition and Separation Agreement between Executive and the Company (the “Transition Agreement”), to which this Release was attached as Exhibit A. The Transition Agreement is expressly incorporated by reference into this Release. To receive the Severance Benefits under the Transition Agreement, Executive must sign and return this Release no later than twenty-one (21) calendar days after the Separation Date. Executive understands and agrees that Executive will not sign this Release before the Separation Date.
1.EXECUTIVE GENERAL RELEASE. Executive agrees not to sue, or otherwise file any claim against, the Company or any of its directors, officers, employees, investors, or other agents for any reason whatsoever based on anything that has occurred as of the date Executive signs this Release.
(a)General Release. On behalf of Executive and Executive’s executors, administrators, heirs and assigns, Executive hereby releases and forever discharges the “Releasees” hereunder, consisting of the Company and its affiliates, and each of their owners, directors, officers, managers, employees, agents and insurers, and all persons acting by, through, under or in concert with them, or any of them, of and from any and all manner of action or actions, cause or causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, loss, cost or expense, of any nature whatsoever, known or unknown, fixed or contingent (hereinafter called “Claims”) that Executive now has or may hereafter have against the Releasees, or any of them, by reason of any matter, cause, or thing whatsoever from the beginning of time to the date hereof, including, without limiting the generality of the foregoing, any Claims arising out of, based upon, or relating to Executive’s recruitment, hire, employment, remuneration or separation from employment by the Releasees, including without limitation: Claims for violation of any federal, state or local laws governing employment including, but not limited to the Age Discrimination in Employment Act (“ADEA”), 29 U.S.C. § 621, et seq., Title VII of the Civil Rights Act of 1964, as amended by the Civil Rights Act of 1991, 42 U.S.C. § 2000 et seq., the Equal Pay Act, 29 U.S.C. § 206(d), the Civil Rights Act of 1866, 42 U.S.C. § 1981, the Family and Medical Leave Act of 1993, 29 U.S.C. § 2601 et seq., the
Americans with Disabilities Act of 1990, 42 U.S.C. § 12101 et seq., the False Claims Act , 31 U.S.C. § 3729 et seq., the Employee Retirement Income Security Act, 29 U.S.C. § 1001 et seq., the Worker Adjustment and Retraining Notification Act, 29 U.S.C. § 2101 et seq. the Fair Labor Standards Act, 29 U.S.C. § 215 et seq., the Sarbanes-Oxley Act of 2002, the California Business & Professions Code, including Section 17200 et seq., the California Government Code, including the Fair Employment and Housing Act, as amended, Cal. Lab. Code § 12940 et seq., the Moore-Brown-Roberti Family Rights Act of 1991, Cal. Gov’t Code §§12945.2, 19702.3, and the California False Claims Act, Cal. Gov’t Code § 12650 et seq., the California Labor Code, including the California Equal Pay Law, as amended, Cal. Lab. Code §§ 1197.5(a),1199.5, the California WARN Act, Cal. Lab. Code § 1400 et seq., and the California Wage Orders, all as amended; Claims based on contract, including for breach of contract and breach of the implied covenant of good faith and fair dealing; Claims arising in tort, including, without limitation, Claims of wrongful dismissal or discharge, discrimination, harassment, retaliation, fraud, misrepresentation, defamation, libel, infliction of emotional distress, violation of public policy; and Claims for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees.
(b)Excluded Claims. Notwithstanding the generality of the foregoing, Executive does not release claims to enforce the Transition Agreement, claims for indemnification under any agreement between Executive and the Company or any applicable provisions of the Company’s bylaws or D&O policy, or any claims that cannot be released as a matter of law including, without limitation, claims (i) for workers compensation and unemployment benefits; (ii) for vested benefits under any ERISA-retirement plan; (iv) undisputed claims for earned wages; and (v) Executive’s right to bring to the attention of the Equal Employment Opportunity Commission or similar state agency, claims of discrimination, harassment, interference with leave rights, and retaliation; provided, however, that Executive does release Executive’s right to secure damages for any such alleged treatment.
(c)Waiver of Unknown Claims. Because the release provisions of this Release specifically cover known and unknown claims, Executive expressly waives Executive’s rights under Section 1542 of the California Civil Code, and any similar laws of other states, which provides: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”
(d)Older Workers Benefit Protection Act. In accordance with the Older Worker Benefit Protection Act (“OWBPA”), Executive acknowledges the following:
(i)The waiver and release of claims under the ADEA contained in this Release does not cover rights or claims that may arise after the date on which Executive signs this Release.
(ii)The Transition Agreement provides for consideration in addition to anything of value to which Executive is already entitled.
(iii)Executive is hereby advised to consult an attorney before signing this Release.
(iv)Executive was granted at least twenty-one (21) days after being presented with this Release to decide whether to sign it. If Executive executes this Release prior to the expiration of such period, Executive does so voluntarily and after having had the opportunity to consult with an attorney, and hereby waives the remainder of the twenty-one (21) day period. The Parties agree that changes to the Transition Agreement or this Release, whether material or immaterial, will not extend or restart this consideration period.
(v)Executive has the right to revoke this Release within seven (7) days of signing it. In the event this Release is revoked, it will be null and void in its entirety, and Executive will not receive the Severance Benefits under the Transition Agreement. To revoke this Release, Executive must deliver written notice stating that intent to revoke to Puja Jaspal at [intentionally omitted] received on or before the seventh (7th) day after the date on which Employee signs this Release.
2.No Pending Claims. Executive warrants and represents that Executive has not filed or authorized the filing of any complaints, charges or lawsuits against the Company or any of its affiliates with any governmental agency or court, and that if, unbeknownst to Executive, such a complaint, charge or lawsuit has been filed on Executive’s behalf, Executive will, upon notice of such filing, promptly cause it to be withdrawn and dismissed.
3.No Assignment of Executive’s Claims. Executive warrants and represents that no portion of any of the matters released herein, and no portion of any recovery or settlement to which Executive might be entitled, has been assigned or transferred to any other person, firm, or corporation not a party to the Transition or Agreement, in any manner, including by way of
subrogation or operation of law or otherwise. If any claim, action, demand, or suit should be made or instituted against the Company or any other Releasee because of any actual assignment, subrogation, or transfer by Executive, Executive agrees to indemnify and hold harmless the Company and all other Releasees against such claim, action, suit, or demand, including necessary expenses of investigation, attorneys’ fees, and costs. In the event of Executive’s death, the Transition Agreement and this Release shall inure to the benefit of Executive and Executive’s executors, administrators, heirs, distributees, devisees, and legatees. Executive may not assign or transfer any of Executive’s rights or obligations under the Transition Agreement or this Release, except that Executive may assign or transfer Executive’s rights to payments under the Transition Agreement upon Executive’s death by will or operation of law.
4.Executive Representations. Executive warrants and represents that: (a) except as provided in the Transition Agreement, the Company has paid Executive all compensation, wages, bonuses, commissions, and/or benefits to which Executive may be entitled and no other compensation, wages, bonuses, commissions and/or benefits are due to Executive except as provided in Section 5 of the Transition Agreement, (b) Executive has no known workplace injuries or occupational diseases and has been provided and/or has not been denied any leave requested under the Family and Medical Leave Act or any similar state law and (c) the execution, delivery, and performance of the Transition Agreement and this Release by Executive does not and will not conflict with, breach, violate, or cause a default under any agreement, contract, or instrument to which Executive is a party or any judgment, order, or decree to which Executive is subject.
5.Severability. The provisions of this Release are severable. If any provision is held to be invalid or unenforceable, it shall not affect the validity or enforceability of any other provision.
6.DISPUTE RESOLUTION. THE PARTIES AGREE THAT ALL DISPUTES ARISING FROM OR RELATING TO THIS RELEASE, SHALL BE RESOLVED IN ACCORDANCE WITH AND SUBJECT TO THE ARBITRATION AGREEMENT.
7.Choice of Law. Subject to the Arbitration Agreement, this Release shall in all respects be governed and construed in accordance with the laws of the State of California, including all matters of construction, validity, and performance, without regard to conflicts of law principles.
8.Intent to be Bound. Executive acknowledges and agrees that: (a) Executive has consulted with or has had the opportunity to consult with independent counsel of Executive’s own choice concerning the Transition Agreement and this Release and has been advised to do so
by the Company, and (b) Executive has read and understands the Release, is fully aware of its legal effect, and has entered into it freely based on the Executive’s own judgment.
__________________________________
Ronald W. Kisling
EXHIBIT B
CONFIDENTIAL INFORMATION AND INVENTIONS ASSIGNMENT AGREEMENT
Appendix A
Equity Awards
| | | | | | | | | | | | | | |
Equity Award Type(1) | Grant ID | Grant Date | Unvested RSUs / PSUs Subject to Equity Award as of 9/15/2025(2) | RSUs Accelerated / PSUs Eligible to Vest(3) |
RSUs | 006486 | 2/11/2022 | 11,540 | 11,540 |
2022 PSU Award | 100042 | 9/20/2022 | 172,500 | 115,000 |
RSUs | 101031 | 3/29/2023 | 11,462 | 11,462 |
RSUs | 101022 | 3/29/2023 | 27,238 | 27,238 |
RSUs | 105225 | 3/15/2024 | 7,491 | 4,995 |
RSUs | 105206 | 3/15/2024 | 69,583 | 46,388 |
RSUs | 108620 | 2/26/2025 | 134,265 | 53,706 |
2025 Operational PSU Award | 108627 | 2/26/2025 | 100,698 | 50,349 |
2025 rTSR PSU Award | 108655 | 2/26/2025 | 40,279 | 20,856 |
(1)Any PSUs for which achievement has already been determined are listed as RSUs.
(2)Unvested amount listed is after giving effect to RSUs and PSUs that vest on September 15, 2025 pursuant to their applicable Equity Agreement.
(3)Assumes Separation Date of September 15, 2025 and, in the case of the 2025 rTSR PSU Award, the Performance Period ending on February 26, 2028. In the event the Performance Period for the 2025 rTSR PSU Award ends earlier than February 26, 2028, the numerator for purposes of calculating the fraction in Section 3(B)(z) of Annex A to the rTSR PSU Agreement shall be 567 and the denominator will be calculated using the number of days in the shortened Performance Period.
Fastly Announces Second Quarter 2025 Financial Results
Record revenue of $148.7 million above high-end of guidance range
Company raises financial guidance for 2025
SAN FRANCISCO — August 6, 2025 — Fastly, Inc. (NYSE: FSLY), a leader in global edge cloud platforms, today announced financial results for its second quarter ended June 30, 2025.
"Fastly’s second quarter performance resulted in another record revenue quarter, outperforming both our revenue and operating loss guidance. We are raising our financial guidance for 2025 and now expect to generate positive free cash flow for the year,” said Kip Compton, CEO of Fastly. “Our go-to-market transformation is delivering increased customer acquisition, expanded cross-sell opportunities, and market share growth. Customer commitments are also increasing, as reflected by our record RPO at the end of the quarter.”
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three months ended June 30, | | Six months ended June 30, |
| | 2025 | | 2024 | | 2025 | | 2024 |
| Revenue | | $ | 148,709 | | | $ | 132,371 | | | $ | 293,183 | | | $ | 265,891 | |
| Gross margin | | | | | | | | |
| GAAP gross margin | | 54.5 | % | | 55.1 | % | | 53.9 | % | | 55.0 | % |
Non-GAAP gross margin(1) | | 59.0 | % | | 59.4 | % | | 58.2 | % | | 59.5 | % |
| Operating loss | | | | | | | | |
| GAAP operating loss | | $ | (36,943) | | | $ | (46,734) | | | $ | (75,122) | | | $ | (92,994) | |
Non-GAAP operating loss(1) | | $ | (4,594) | | | $ | (11,489) | | | $ | (10,439) | | | $ | (19,998) | |
| Net loss per share | | | | | | | | |
| GAAP net loss per common share — basic and diluted | | $ | (0.26) | | | $ | (0.32) | | | $ | (0.53) | | | $ | (0.64) | |
Non-GAAP net loss per common share — basic and diluted(1) | | $ | (0.03) | | | $ | (0.06) | | | $ | (0.08) | | | $ | (0.10) | |
For a reconciliation of non-GAAP financial measures to their corresponding GAAP measures, please refer to the reconciliation table at the end of this press release.
Second Quarter 2025 Financial Summary
•Total revenue of $148.7 million, representing 12% year-over-year growth. Network services revenue of $114.9 million, representing 10% year-over-year growth. Security revenue of $29.3 million, representing 15% year-over-year growth. Other revenue of $4.5 million, representing 60% year-over-year growth. Network services revenue includes solutions designed to improve performance of websites, apps, APIs, and digital media. Security revenue includes products designed to protect websites, apps, APIs, and users. Other revenue includes Compute and Observability solutions.
•Generated $10.9 million of positive free cash flow compared to $18.5 million of negative free cash flow in the second quarter of 2024.
•GAAP gross margin of 54.5%, compared to 55.1% in the second quarter of 2024. Non-GAAP gross margin1 of 59.0%, compared to 59.4% in the second quarter of 2024.
•GAAP net loss of $37.5 million, compared to $43.7 million in the second quarter of 2024. Non-GAAP net loss1 of $5.0 million, compared to $8.1 million in the second quarter of 2024.
•GAAP net loss per basic and diluted share of $0.26, compared to $0.32 in the second quarter of 2024. Non-GAAP net loss per basic and diluted share1 of $0.03, compared to $0.06 in the second quarter of 2024.
Key Metrics
•Enterprise customer count2 was 622 in the second quarter, up 21 from the second quarter of 2024.
•Fastly's top ten customers accounted for 31% of revenue in the second quarter compared to 34% in the second quarter of 2024. Revenue from the top ten customers increased 2% year-over-year compared to revenue growth of 17% year-over-year from customers outside the top ten.
•Last 12-month net retention rate (LTM NRR)3 increased to 104% in the second quarter from 100% in the first quarter of 2025.
•Remaining Performance Obligations (RPO)4 were $315 million, up 41% from $223 million in the second quarter of 2024.
Second Quarter Business and Product Highlights
•Product package deals in the second quarter grew more than 50% year-over-year, and those involving renewals grew over 130% year-over-year.
•Enhanced Fastly DDoS Protection with Attack Insights, providing organizations with deeper visibility into attack mitigation and efficacy validation.
•Released Fastly AI Bot Management to GA, providing customers with granular control over how AI bots interact with their content and infrastructure without compromising performance.
•Introduced IPv6 to Origin support in Fastly Delivery, expanding customer reach and flexibility with full dual-stack traffic handling.
•Added Shielding support to Compute for the Rust SDK, enabling customers to improve cache hit ratio, reduce origin load, and cut egress costs.
•Expanded into Mexico with the first installed Point of Presence, bringing improved speed, lower latency, and better reliability to customers in the region.
Executive Updates
•In the second quarter, Kip Compton was appointed as Chief Executive Officer of Fastly, with Albert Thong and Tara Seracka appointed as Chief Marketing Officer and Chief Legal Officer, respectively.
•Richard Wong has been appointed Chief Financial Officer of Fastly, effective August 11, 2025. Wong succeeds Ronald W. Kisling who is leaving Fastly to pursue new opportunities. Kisling will remain at Fastly in an advisory capacity through September 15, 2025 to help ensure a smooth transition of responsibilities.
•Scott R. Lovett, Fastly’s current Chief Revenue Officer, has been appointed President, Go to Market, effective immediately. Albert Thong, Chief Marketing Officer at Fastly, will report to Scott as part of this organizational update.
Third Quarter and Full Year 2025 Guidance
| | | | | | | | | | | | | | |
| | Q3 2025 | | Full Year 2025 |
| Total Revenue (millions) | | $149.0 - $153.0 | | $594.0 - $602.0 |
Non-GAAP Operating Income (Loss) (millions) | | ($1.0) - $3.0 | | ($9.0) - ($3.0) |
Non-GAAP Net Income (Loss) per share (5)(6) | | ($0.02) - $0.02 | | ($0.10) - ($0.04) |
A reconciliation of non-GAAP guidance measures to corresponding GAAP measures is not available on a forward-looking basis without unreasonable effort due to the uncertainty of expenses that may be incurred in the future and cannot be reasonably determined or predicted at this time, although it is important to note that these factors could be material to Fastly’s future GAAP financial results.
Conference Call Information
Fastly will host an investor conference call to discuss its results at 1:30 p.m. PT / 4:30 p.m. ET on Wednesday, August 6, 2025.
Date: Wednesday, August 6, 2025
Time: 1:30 p.m. PT / 4:30 p.m. ET
Webcast: https://investors.fastly.com
Dial-in: 888-330-2022 (US/CA) or 646-960-0690 (Intl.)
Conf. ID#: 7543239
Please dial in at least 10 minutes prior to the 1:30 p.m. PT start time. A live webcast of the call will be available at https://investors.fastly.com where listeners may log on to the event by selecting the webcast link under the “Quarterly Results” section.
A telephone replay of the conference call will be available at approximately 5:00 p.m. PT, May 7 through May 14, 2025 by dialing 800-770-2030 or 609-800-9909 and entering the passcode 7543239.
About Fastly, Inc.
Fastly’s powerful and programmable edge cloud platform helps the world’s top brands deliver online experiences that are fast, safe, and engaging through edge compute, delivery, security, and observability offerings that improve site performance, enhance security, and empower innovation at global scale. Compared to other providers, Fastly’s powerful, high-performance, and modern platform architecture empowers developers to deliver secure websites and apps with rapid time-to-market and demonstrated, industry-leading cost savings. Organizations around the world trust Fastly to help them upgrade the internet experience, including Reddit, Neiman Marcus, Universal Music Group, and SeatGeek. Learn more about Fastly at https://www.fastly.com, and follow us @fastly.
Forward-Looking Statements
This press release contains “forward-looking” statements that are based on our beliefs and assumptions and on information currently available to us. Forward-looking statements may involve known and unknown risks, uncertainties, and other factors that may cause our actual results, performance, or achievements to be materially different from those expressed or implied by the forward-looking statements. These statements include, but are not limited to, statements regarding our future financial and operating performance and shareholder returns, including our outlook and guidance; our ability to enrich our revenue mix with platform enhancements; the performance of our existing and new platform enhancements; the performance and capabilities of Fastly DDoS Protection, Fastly AI Bot Management, Fastly Delivery, Fastly Compute, and Fastly Next-Gen WAF; expectations regarding customer experiences with Fastly DDoS Protection, Fastly AI Bot Management, Fastly Delivery, Fastly Compute, and Fastly Next-Gen WAF; expectations regarding Fastly’s expansion into certain international markets; Mr. Wong’s appointment as CFO; Mr. Lovett’s appointment as President, Go to Market; and Fastly's strategies, platform, and business plans. Except as required by law, we assume no obligation to update these forward-looking statements publicly or to update the reasons actual results could differ materially from those anticipated in the forward-looking statements, even if new information becomes available in the future. Important factors that could cause our actual results to differ materially are detailed from time to time in the reports Fastly files with the Securities and Exchange Commission (“SEC”), including those more fully described in Fastly’s Annual Report on Form 10-K for the year ended December 31, 2024. Additional information will also be set forth in Fastly’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, and other filings and reports that Fastly may file from time to time with the SEC. Copies of reports filed with the SEC are posted on Fastly’s website and are available from Fastly without charge.
Use of Non-GAAP Financial Measures
To supplement our condensed consolidated financial statements, which are prepared and presented in accordance with accounting principles generally accepted in the United States (“GAAP”), the Company uses the following non-GAAP measures of financial performance: non-GAAP gross profit, non-GAAP gross margin, non-GAAP operating loss, non-GAAP net income (loss), non-GAAP basic and diluted net income (loss) per common share, non-GAAP research and development, non-GAAP sales and marketing, non-GAAP general and administrative, free cash flow and adjusted EBITDA. The presentation of this additional financial information is not intended to be considered in isolation from, as a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP. These non-GAAP measures have limitations in that they do not reflect all of the amounts associated with our results of operations as determined in accordance with GAAP. In addition, these non-GAAP financial measures may be different from the non-GAAP financial measures used by other companies. These non-GAAP measures should only be used to evaluate our results of operations in conjunction with the corresponding GAAP measures. Management compensates for these limitations by reconciling these non-GAAP financial measures to the most comparable GAAP financial measures within our earnings releases.
Non-GAAP gross profit, non-GAAP gross margin, non-GAAP operating loss, non-GAAP net income (loss) and non-GAAP basic and diluted net loss per common share, non-GAAP research and development, non-GAAP sales and marketing, and non-GAAP general and administrative differ from GAAP in that they exclude stock-based compensation expense, amortization of capitalized stock-based compensation - cost of revenue, amortization of acquired intangible assets, and amortization of debt discount and issuance costs.
Adjusted EBITDA: excludes stock-based compensation expense, depreciation and other amortization expenses, amortization of acquired intangible assets, executive transition costs, interest income, interest expense, including amortization of debt discount and issuance costs, other income (expense), net, and income taxes.
Amortization of Acquired Intangible Assets: consists of non-cash charges that can be affected by the timing and magnitude of asset purchases and acquisitions. Management considers its operating results without this activity when evaluating its ongoing non-GAAP performance and its adjusted EBITDA performance because these charges are non-cash expenses that can be affected by the timing and magnitude of asset purchases and acquisitions and may not be reflective of our core business, ongoing operating results, or future outlook.
Amortization of Debt Discount and Issuance Costs: consists primarily of amortization expense related to our debt obligations. Management considers its operating results without this activity when evaluating its ongoing non-GAAP net income (loss) performance and its adjusted EBITDA performance because it is not believed by management to be reflective of our core business, ongoing operating results or future outlook. These are included in our total interest expense.
Capital Expenditures: consists of cash used for purchases of property and equipment, net of proceeds from sale of property and equipment, capitalized internal-use software and payments on finance lease obligations, as reflected in our statement of cash flows.
Depreciation and Other Amortization Expense: consists of non-cash charges that can be affected by the timing and magnitude of asset purchases. Management considers its operating results without this activity when evaluating its ongoing adjusted EBITDA performance because these charges are non-cash expenses that can be affected by the timing and magnitude of asset purchases and may not be reflective of our core business, ongoing operating results, or future outlook.
Executive Transition Costs: consists of one-time cash and non-cash charges recognized with respect to changes in our executive’s employment status. Management considers its operating results without this activity when evaluating its ongoing non-GAAP net income (loss) performance and its adjusted EBITDA performance because it is not believed by management to be reflective of our core business, ongoing operating results, or future outlook.
Free Cash Flow: calculated as net cash used in operating activities less purchases of property and equipment, net of proceeds from sale of property and equipment, principal payments of finance lease liabilities, capitalized internal-use software costs and advance payments made related to capital expenditures. Management specifically identifies adjusting items in the reconciliation of GAAP to non-GAAP financial measures. Management considers non-GAAP free cash flow to be a profitability and liquidity measure that provides useful information to management and investors about the amount of cash generated by the business that can possibly be used for investing in Fastly's business and strengthening its balance sheet, but it is not intended to represent the residual cash flow available for discretionary expenditures. The presentation of non-GAAP free cash flow is also not meant to be considered in isolation or as an alternative to cash flows from operating activities as a measure of liquidity.
Gain on Modification of Lease: consists of a one-time non-cash charge recognized with respect to the modification of our leases. Management considers its operating results without this activity when evaluating its ongoing non-GAAP net income (loss) performance and its adjusted EBITDA performance because it is not believed by management to be reflective of our core business, ongoing operating results, or future outlook.
Impairment Expense: consists of charges related to our long-lived assets. Management considers its operating results without this activity when evaluating its ongoing non-GAAP net income (loss) performance and its adjusted EBITDA performance because it is not believed by management to be reflective of our core business, ongoing operating results or future outlook.
Income Taxes: consists primarily of expenses recognized related to state and foreign income taxes. Management considers its operating results without this activity when evaluating its ongoing adjusted EBITDA performance because it is not believed by management to be reflective of our core business, ongoing operating results or future outlook.
Interest Expense: consists primarily of interest expense related to our debt instruments, including amortization of debt discount and issuance costs. Management considers its operating results without this activity when evaluating its ongoing non-GAAP net income (loss) performance and its adjusted EBITDA performance because it is not believed by management to be reflective of our core business, ongoing operating results or future outlook.
Interest Income: consists primarily of interest income related to our marketable securities. Management considers its operating results without this activity when evaluating its ongoing non-GAAP net income (loss) performance and its adjusted EBITDA performance because it is not believed by management to be reflective of our core business, ongoing operating results or future outlook.
Other Income (Expense), Net: consists primarily of foreign currency transaction gains and losses. Management considers its operating results without this activity when evaluating its ongoing adjusted EBITDA performance because it is not believed by management to be reflective of our core business, ongoing operating results or future outlook.
Stock-Based Compensation Expense: consists of expenses for stock options, restricted stock units, performance awards, restricted stock awards and Employee Stock Purchase Plan ("ESPP") under our equity incentive plans. Although stock-based compensation is an expense for the Company and is viewed as a form of compensation, management considers its operating results without this activity when evaluating its ongoing non-GAAP net income (loss) performance and its adjusted EBITDA performance, primarily because it is a non-cash expense not believed by management to be reflective of our core business, ongoing operating results, or future outlook. In addition, the value of some stock-based instruments is determined using formulas that incorporate variables, such as market volatility, that are beyond our control.
Amortization of Capitalized Stock-Based Compensation - Cost of Revenue: in order to reflect the performance of our core business, ongoing operating results, or future outlook, and to be consistent with the way many investors evaluate our performance and compare our operating results to peer companies, similar to stock-based compensation, management considers it appropriate to exclude amortization of capitalized stock-based compensation from our non-GAAP financial measures.
Management believes these non-GAAP financial measures and adjusted EBITDA serve as useful metrics for our management and investors because they enable a better understanding of the long-term performance of our core business and facilitate comparisons of our operating results over multiple periods and to those of peer companies, and when taken together with the corresponding GAAP financial measures and our reconciliations, enhance investors' overall understanding of our current financial performance.
In the financial tables below, the Company provides a reconciliation of the most comparable GAAP financial measure to the historical non-GAAP financial measures used in this press release.
Key Metrics
1 Beginning with the quarter ended March 31, 2025, we are excluding amortization of capitalized stock-based compensation from our non-GAAP gross margin, Non-GAAP operating loss, and Non-GAAP net loss per common share — basic and diluted and we have accordingly recast the presentation for all prior periods presented to reflect this change.
2 Our number of customers is calculated based on the number of separate identifiable operating entities with which we have a billing relationship in good standing, from which we recognized revenue during the current quarter. Our enterprise customers are defined as those with annualized current quarter revenue in excess of $100,000. This is calculated by taking the revenue for each customer within the quarter and multiplying it by four.
3 We calculate LTM Net Retention Rate by dividing the total customer revenue for the prior twelve-month period (“prior 12-month period”) ending at the beginning of the last twelve-month period (“LTM period”) minus revenue contraction due to billing decreases or customer churn, plus revenue expansion due to billing increases during the LTM period from the same customers by the total prior 12-month period revenue. We believe the LTM Net Retention Rate is supplemental as it removes some of the volatility that is inherent in a usage-based business model.
4 Remaining Performance Obligations include future committed revenue for periods within current contracts with customers, as well as deferred revenue arising from consideration invoiced for which the related performance obligations have not been satisfied.
5 Non-GAAP Net Income (Loss) per share is calculated as Non-GAAP Net Income (Loss) divided by weighted average basic shares for 2025.
6 Assumes weighted average basic shares outstanding of 148.2 million in Q3 2025 and 146.9 million for the full year 2025.
Condensed Consolidated Statements of Operations
(in thousands, except per share amounts, unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three months ended June 30, | | Six months ended June 30, |
| | 2025 | | 2024 | | 2025 | | 2024 |
| Revenue | | $ | 148,709 | | | $ | 132,371 | | | $ | 293,183 | | | $ | 265,891 | |
Cost of revenue(1) | | 67,593 | | | 59,470 | | | 135,269 | | | 119,756 | |
| Gross profit | | 81,116 | | | 72,901 | | | 157,914 | | | 146,135 | |
| Operating expenses: | | | | | | | | |
Research and development(1) | | 42,221 | | | 35,106 | | | 79,650 | | | 73,354 | |
Sales and marketing(1) | | 51,100 | | | 52,959 | | | 100,413 | | | 102,566 | |
General and administrative(1) | | 24,323 | | | 28,433 | | | 52,558 | | | 60,072 | |
| Impairment expense | | 415 | | | 3,137 | | | 415 | | | 3,137 | |
| Total operating expenses | | 118,059 | | | 119,635 | | | 233,036 | | | 239,129 | |
| Loss from operations | | (36,943) | | | (46,734) | | | (75,122) | | | (92,994) | |
| Interest income | | 3,084 | | | 3,937 | | | 6,059 | | | 7,785 | |
| Interest expense | | (3,164) | | | (464) | | | (6,337) | | | (1,043) | |
| Other income (expense), net | | 39 | | | 193 | | | (41) | | | 104 | |
| Loss before income tax expense | | (36,984) | | | (43,068) | | | (75,441) | | | (86,148) | |
| Income tax expense | | 557 | | | 661 | | | 1,248 | | | 1,008 | |
| Net loss | | $ | (37,541) | | | $ | (43,729) | | | $ | (76,689) | | | $ | (87,156) | |
| Net loss per share attributable to common stockholders, basic and diluted | | $ | (0.26) | | | $ | (0.32) | | | $ | (0.53) | | | $ | (0.64) | |
| Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted | | 145,780 | | | 137,444 | | | 144,539 | | | 136,015 | |
__________
(1)Includes stock-based compensation expense as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three months ended June 30, | | Six months ended June 30, |
| | 2025 | | 2024 | | 2025 | | 2024 |
| Cost of revenue | | $ | 2,573 | | | $ | 2,044 | | | $ | 4,512 | | | $ | 4,823 | |
| Research and development | | 11,755 | | | 7,983 | | | 20,648 | | | 18,306 | |
| Sales and marketing | | 8,176 | | | 7,058 | | | 14,869 | | | 14,901 | |
| General and administrative | | 3,831 | | | 9,063 | | | 11,888 | | | 19,939 | |
| Total | | $ | 26,335 | | | $ | 26,148 | | | $ | 51,917 | | | $ | 57,969 | |
Reconciliation of GAAP to Non-GAAP Financial Measures
(in thousands, unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three months ended June 30, | | Six months ended June 30, |
| | 2025 | | 2024 | | 2025 | | 2024 |
| Gross profit | | | | | | | | |
| GAAP gross profit | | $ | 81,116 | | | $ | 72,901 | | | $ | 157,914 | | | $ | 146,135 | |
| Stock-based compensation | | 2,573 | | | 2,044 | | | 4,512 | | | 4,823 | |
Amortization of capitalized stock-based compensation - Cost of revenue(1) | | 1,581 | | | 1,184 | | | 3,222 | | | 2,339 | |
| Amortization of acquired intangible assets | | 2,475 | | | 2,475 | | | 4,950 | | | 4,950 | |
| Non-GAAP gross profit | | $ | 87,745 | | | $ | 78,604 | | | $ | 170,598 | | | $ | 158,247 | |
| GAAP gross margin | | 54.5 | % | | 55.1 | % | | 53.9 | % | | 55.0 | % |
| Non-GAAP gross margin | | 59.0 | % | | 59.4 | % | | 58.2 | % | | 59.5 | % |
| | | | | | | | |
| Research and development | | | | | | | | |
| GAAP research and development | | $ | 42,221 | | | $ | 35,106 | | | $ | 79,650 | | | $ | 73,354 | |
| Stock-based compensation | | (11,755) | | | (7,983) | | | (20,648) | | | (18,306) | |
| Non-GAAP research and development | | $ | 30,466 | | | $ | 27,123 | | | $ | 59,002 | | | $ | 55,048 | |
| | | | | | | | |
| Sales and marketing | | | | | | | | |
| GAAP sales and marketing | | $ | 51,100 | | | $ | 52,959 | | | $ | 100,413 | | | $ | 102,566 | |
| Stock-based compensation | | (8,176) | | | (7,058) | | | (14,869) | | | (14,901) | |
| Amortization of acquired intangible assets | | (2,279) | | | (2,301) | | | (4,580) | | | (4,601) | |
| Non-GAAP sales and marketing | | $ | 40,645 | | | $ | 43,600 | | | $ | 80,964 | | | $ | 83,064 | |
| | | | | | | | |
| General and administrative | | | | | | | | |
| GAAP general and administrative | | $ | 24,323 | | | $ | 28,433 | | | $ | 52,558 | | | $ | 60,072 | |
| Stock-based compensation | | (3,831) | | | (9,063) | | | (11,888) | | | (19,939) | |
| Executive transition costs | | — | | | — | | | (335) | | | — | |
| Gain on modification of lease | | 736 | | | — | | | 736 | | | — | |
| Non-GAAP general and administrative | | $ | 21,228 | | | $ | 19,370 | | | $ | 41,071 | | | $ | 40,133 | |
| | | | | | | | |
| Operating loss | | | | | | | | |
| GAAP operating loss | | $ | (36,943) | | | $ | (46,734) | | | $ | (75,122) | | | $ | (92,994) | |
| Stock-based compensation | | 26,335 | | | 26,148 | | | 51,917 | | | 57,969 | |
Amortization of capitalized stock-based compensation - Cost of revenue(1) | | 1,581 | | | 1,184 | | | 3,222 | | | 2,339 | |
| Executive transition costs | | — | | | — | | | 335 | | | — | |
| Amortization of acquired intangible assets | | 4,754 | | | 4,776 | | | 9,530 | | | 9,551 | |
| Gain on modification of lease | | (736) | | | — | | | (736) | | | — | |
| Impairment expense | | 415 | | | 3,137 | | | 415 | | | 3,137 | |
| Non-GAAP operating loss | | $ | (4,594) | | | $ | (11,489) | | | $ | (10,439) | | | $ | (19,998) | |
| | | | | | | | |
| Net loss | | | | | | | | |
| GAAP net loss | | $ | (37,541) | | | $ | (43,729) | | | $ | (76,689) | | | $ | (87,156) | |
| Stock-based compensation | | 26,335 | | | 26,148 | | | 51,917 | | | 57,969 | |
Amortization of capitalized stock-based compensation - Cost of revenue(1) | | 1,581 | | | 1,184 | | | 3,222 | | | 2,339 | |
| Executive transition costs | | — | | | — | | | 335 | | | — | |
| Gain on modification of lease | | (736) | | | — | | | (736) | | | — | |
| Amortization of acquired intangible assets | | 4,754 | | | 4,776 | | | 9,530 | | | 9,551 | |
| Impairment expense | | 415 | | | 3,137 | | | 415 | | | 3,137 | |
| Amortization of debt discount and issuance costs | | 217 | | | 349 | | | 434 | | | 703 | |
| Non-GAAP net loss | | $ | (4,975) | | | $ | (8,135) | | | $ | (11,572) | | | $ | (13,457) | |
| Non-GAAP net loss per common share — basic and diluted | | $ | (0.03) | | | $ | (0.06) | | | $ | (0.08) | | | $ | (0.10) | |
| Weighted average basic and diluted common shares | | 145,780 | | | 137,444 | | | 144,539 | | | 136,015 | |
(1)Similar to stock-based compensation, we believe it is also appropriate to exclude amortization of capitalized stock-based compensation from our non-GAAP financial measures in order to reflect the performance of our core business and to be consistent with the way many investors evaluate our performance and compare our operating results to peer companies. However, we have not historically done so. In order to continue to improve the usefulness of our non-GAAP financial measures to the investors, starting with the quarter ended March 31, 2025, we are excluding amortization of capitalized stock-based compensation from our non-GAAP financial measures and we have accordingly recast the presentation for all prior periods presented to reflect this change. Refer to Non-GAAP Financial Measures definition for further details.
Reconciliation of GAAP to Non-GAAP Financial Measures
(in thousands, unaudited) (continued)
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three months ended June 30, | | Six months ended June 30, |
| | 2025 | | 2024 | | 2025 | | 2024 |
| Adjusted EBITDA | | | | | | | | |
| GAAP net loss | | $ | (37,541) | | | $ | (43,729) | | | $ | (76,689) | | | $ | (87,156) | |
| Stock-based compensation | | 26,335 | | | 26,148 | | | 51,917 | | | 57,969 | |
Amortization of capitalized stock-based compensation - Cost of revenue(1) | | 1,581 | | | 1,184 | | | 3,222 | | | 2,339 | |
| Gain on modification of lease | | (736) | | | — | | | (736) | | | — | |
| Depreciation and other amortization | | 13,505 | | | 13,443 | | | 27,155 | | | 26,843 | |
| Amortization of acquired intangible assets | | 4,754 | | | 4,776 | | | 9,530 | | | 9,551 | |
| Amortization of debt discount and issuance costs | | 217 | | | 349 | | | 434 | | | 703 | |
| Impairment expense | | 415 | | | 3,137 | | | 415 | | | 3,137 | |
| Executive transition costs | | — | | | — | | | 335 | | | — | |
| Interest income | | (3,084) | | | (3,937) | | | (6,059) | | | (7,785) | |
| Interest expense | | 2,947 | | | 115 | | | 5,903 | | | 340 | |
| Other income (expense), net | | (39) | | | (193) | | | 41 | | | (104) | |
| Income tax expense | | 557 | | | 661 | | | 1,248 | | | 1,008 | |
| Adjusted EBITDA | | $ | 8,911 | | | $ | 1,954 | | | $ | 16,716 | | | $ | 6,845 | |
(1)Similar to stock-based compensation, we believe it is also appropriate to exclude amortization of capitalized stock-based compensation from our non-GAAP financial measures in order to reflect the performance of our core business and to be consistent with the way many investors evaluate our performance and compare our operating results to peer companies. However, we have not historically done so. In order to continue to improve the usefulness of our non-GAAP financial measures to the investors, starting with the quarter ended March 31, 2025, we are excluding amortization of capitalized stock-based compensation from our non-GAAP financial measures and we have accordingly recast the presentation for all prior periods presented to reflect this change. Refer to Non-GAAP Financial Measures definition for further details.
Condensed Consolidated Balance Sheets
(in thousands, unaudited)
| | | | | | | | | | | | | | |
| | As of June 30, 2025 | | As of December 31, 2024 |
| ASSETS | | | | |
| Current assets: | | | | |
| Cash and cash equivalents | | $ | 82,487 | | | $ | 286,175 | |
| Marketable securities, current | | 238,721 | | | 9,707 | |
| Accounts receivable, net of allowance for credit losses | | 117,318 | | | 115,988 | |
| Prepaid expenses and other current assets | | 26,137 | | | 28,325 | |
| Total current assets | | 464,663 | | | 440,195 | |
| Property and equipment, net | | 181,770 | | | 179,097 | |
| Operating lease right-of-use assets, net | | 54,001 | | | 50,433 | |
| Goodwill | | 670,356 | | | 670,356 | |
| Intangible assets, net | | 32,814 | | | 42,876 | |
| Other assets | | 59,573 | | | 68,402 | |
| Total assets | | $ | 1,463,177 | | | $ | 1,451,359 | |
| LIABILITIES AND STOCKHOLDERS’ EQUITY | | | | |
| Current liabilities: | | | | |
| Accounts payable | | $ | 13,344 | | | $ | 6,044 | |
| Accrued expenses | | 45,282 | | | 41,622 | |
| Current debt | | 188,051 | | | — | |
| Finance lease liabilities, current | | 80 | | | 2,328 | |
| Operating lease liabilities, current | | 23,673 | | | 25,155 | |
| Other current liabilities | | 42,373 | | | 29,307 | |
| Total current liabilities | | 312,803 | | | 104,456 | |
| Long-term debt | | 149,883 | | | 337,614 | |
| Operating lease liabilities, non-current | | 48,577 | | | 39,561 | |
| Other long-term liabilities | | 9,267 | | | 4,478 | |
| Total liabilities | | 520,530 | | | 486,109 | |
| Stockholders’ equity: | | | | |
| Common stock | | 3 | | | 3 | |
| Additional paid-in capital | | 2,012,312 | | | 1,958,157 | |
| Accumulated other comprehensive loss | | (169) | | | (100) | |
| Accumulated deficit | | (1,069,499) | | | (992,810) | |
| Total stockholders’ equity | | 942,647 | | | 965,250 | |
| Total liabilities and stockholders’ equity | | $ | 1,463,177 | | | $ | 1,451,359 | |
Condensed Consolidated Statements of Cash Flows
(in thousands, unaudited) | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three months ended June 30, | | Six months ended June 30, |
| | 2025 | | 2024 | | 2025 | | 2024 |
| Cash flows from operating activities: | | | | | | | | |
| Net loss | | $ | (37,541) | | | $ | (43,729) | | | $ | (76,689) | | | $ | (87,156) | |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | | | | | | | | |
| Depreciation expense | | 14,962 | | | 13,318 | | | 30,129 | | | 26,595 | |
| Amortization of intangible assets | | 4,878 | | | 4,900 | | | 9,778 | | | 9,799 | |
| Non-cash lease expense | | 5,694 | | | 5,800 | | | 11,349 | | | 11,356 | |
| Amortization of debt discount and issuance costs | | 217 | | | 349 | | | 434 | | | 703 | |
| Amortization of deferred contract costs | | 4,847 | | | 4,531 | | | 9,697 | | | 9,104 | |
| Stock-based compensation | | 26,335 | | | 26,148 | | | 51,917 | | | 57,969 | |
| Deferred income taxes | | 327 | | | 333 | | | 749 | | | 561 | |
| Provision for credit losses | | 1,048 | | | 393 | | | 1,994 | | | 1,346 | |
| (Gain) loss on disposals of property and equipment | | (43) | | | 45 | | | (43) | | | 444 | |
| Amortization of discounts on investments | | (1,356) | | | (1,244) | | | (1,982) | | | (2,402) | |
| Impairment expense | | 415 | | | 3,137 | | | 415 | | | 3,137 | |
| Other adjustments | | (84) | | | (178) | | | 292 | | | (437) | |
| Changes in operating assets and liabilities: | | | | | | | | |
| Accounts receivable | | 669 | | | (6,754) | | | (3,324) | | | 5,274 | |
| Prepaid expenses and other current assets | | 121 | | | (2,131) | | | 2,337 | | | (4,831) | |
| Other assets | | (6,076) | | | (3,210) | | | (8,171) | | | (5,024) | |
| Accounts payable | | 3,446 | | | (341) | | | 6,021 | | | (240) | |
| Accrued expenses | | 1,577 | | | 1,911 | | | (1,806) | | | (6,849) | |
| Operating lease liabilities | | (2,332) | | | (4,406) | | | (7,888) | | | (12,012) | |
| Other liabilities | | 8,694 | | | (3,820) | | | 17,877 | | | (1,153) | |
| Net cash provided by (used in) operating activities | | 25,798 | | | (4,948) | | | 43,086 | | | 6,184 | |
| Cash flows from investing activities: | | | | | | | | |
| Purchases of marketable securities | | (93,440) | | | (60,249) | | | (272,926) | | | (117,197) | |
| Maturities of marketable securities | | 37,836 | | | 77,597 | | | 45,805 | | | 176,677 | |
| Advance payment for purchase of property and equipment | | — | | | (790) | | | — | | | (790) | |
| Purchases of property and equipment | | (9,852) | | | (1,762) | | | (12,457) | | | (3,365) | |
| Proceeds from sale of property and equipment | | 44 | | | 24 | | | 44 | | | 24 | |
| Capitalized internal-use software | | (4,542) | | | (6,829) | | | (9,305) | | | (13,674) | |
| Net cash provided by (used in) investing activities | | (69,954) | | | 7,991 | | | (248,839) | | | 41,675 | |
| Cash flows from financing activities: | | | | | | | | |
| Repayments of finance lease liabilities | | (537) | | | (4,236) | | | (2,248) | | | (9,108) | |
| Payment of deferred consideration for business acquisitions | | — | | | (3,771) | | | — | | | (3,771) | |
| Proceeds from exercise of vested stock options | | 279 | | | 180 | | | 687 | | | 291 | |
| Proceeds from employee stock purchase plan | | 1,240 | | | 1,034 | | | 3,371 | | | 3,915 | |
| Net cash provided by (used in) financing activities | | 982 | | | (6,793) | | | 1,810 | | | (8,673) | |
| Effects of exchange rate changes on cash and cash equivalents | | 177 | | | (13) | | | 255 | | | (61) | |
| Net increase (decrease) in cash and cash equivalents | | (42,997) | | | (3,763) | | | (203,688) | | | 39,125 | |
| Cash and cash equivalents at beginning of period | | 125,484 | | | 150,959 | | | 286,175 | | | 108,071 | |
| Cash and cash equivalents at end of period | | 82,487 | | | 147,196 | | | 82,487 | | | 147,196 | |
Free Cash Flow
(in thousands, unaudited) | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three months ended June 30, | | Six months ended June 30, |
| | 2025 | | 2024 | | 2025 | | 2024 |
| Net cash provided by (used in) operating activities | | $ | 25,798 | | | $ | (4,948) | | | $ | 43,086 | | | $ | 6,184 | |
Capital expenditures(1) | | (14,887) | | | (12,803) | | | (23,966) | | | (26,123) | |
Advance payment for purchase of property and equipment(2) | | — | | | (790) | | | — | | | (790) | |
| Free Cash Flow | | $ | 10,911 | | | $ | (18,541) | | | $ | 19,120 | | | $ | (20,729) | |
__________
(1)Capital expenditures are defined as cash used for purchases of property and equipment, net of proceeds from sale of property and equipment, capitalized internal-use software and payments on finance lease obligations, as reflected in our statement of cash flows.
(2)In the six months ended June 30, 2025, we received $6.5 million of capital equipment that was prepaid prior to the current quarter, as reflected in the supplemental disclosure of our statement of cash flows.
Contacts
Investor Contact
Vernon Essi, Jr.
Media Contact
Spring Harris
Source: Fastly, Inc.
Exhibit 99.2
Second Quarter 2025 Investor Supplement
Product Innovation and Developments
•Enhanced Fastly DDoS Protection with Attack Insights, providing organizations with deeper visibility into attack mitigation and efficacy validation.
•Released Fastly AI Bot Management to GA, providing customers with granular control over how AI bots interact with their content and infrastructure without compromising performance.
•Introduced IPv6 to Origin support in Fastly Delivery, expanding customer reach and flexibility with full dual-stack traffic handling.
•Added Shielding support to Compute for the Rust SDK, enabling customers to improve cache hit ratio, reduce origin load, and cut egress costs.
•Fastly Application Security Solutions Delivered 235% ROI Over Three Years according to a commissioned Forrester Consulting Total Economic Impact™ (TEI) study.
•Expanded into Mexico with the first installed Point of Presence, bringing improved speed, lower latency, and better reliability to customers in the region.
Customer Highlights
•Product package deals in the second quarter grew more than 50% year-over-year, and those involving renewals grew over 130% year-over-year.
•A cloud-native, software-as-a-service (SaaS) core banking platform, selected Fastly for its Network Services and Security offerings.
•A premier programmable financial services company selected Fastly's DDOS technology in a key cross-selling opportunity.
•A leading global omnichannel retailer of sports fashion and outdoor brands selected Fastly’s full platform.
•A major international warehouse club selected Fastly’s full platform offerings.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Calculations of Key and Other Selected Metrics – Quarterly (unaudited) | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Q3 2023 | | Q4 2023 | | Q1 2024 | | Q2 2024 | | Q3 2024 | | Q4 2024 | | Q1 2025 | | Q2 2025 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Revenue by Product (in millions): | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Network Services Revenue | | $ | 102.5 | | $ | 109.8 | | $ | 106.0 | | $ | 104.2 | | $ | 107.4 | | $ | 110.1 | | $ | 113.3 | | $ | 114.9 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Security Revenue | | $ | 23.3 | | $ | 25.8 | | $ | 24.6 | | $ | 25.4 | | $ | 26.2 | | $ | 26.9 | | $ | 26.4 | | $ | 29.3 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Other Revenue | | $ | 1.9 | | $ | 2.2 | | $ | 2.9 | | $ | 2.8 | | $ | 3.6 | | $ | 3.6 | | $ | 4.8 | | $ | 4.5 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Total Revenue | | $ | 127.8 | | $ | 137.8 | | $ | 133.5 | | $ | 132.4 | | $ | 137.2 | | $ | 140.6 | | $ | 144.5 | | $ | 148.7 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Key Metrics: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Enterprise Customer Count(1) | | 547 | | | 578 | | | 577 | | | 601 | | | 576 | | | 596 | | | 595 | | | 622 | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Enterprise Customer Revenue % | | 92 | % | | 92 | % | | 91 | % | | 91 | % | | 92 | % | | 93 | % | | 93 | % | | 94 | % | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Total Customer Count(1) | | 3,102 | | | 3,243 | | | 3,290 | | | 3,295 | | | 3,638 | | | 3,061 | | | 3,035 | | | 3,097 | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Top Ten Customer Revenue % | | 40 | % | | 40 | % | | 38 | % | | 34 | % | | 33 | % | | 32 | % | | 33 | % | | 31 | % | | | | | | | | | | | | | | | | | | | | | | | | | | |
| LTM Net Retention Rate (NRR)(2) | | 114 | % | | 113 | % | | 114 | % | | 110 | % | | 105 | % | | 102 | % | | 100 | % | | 104 | % | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Annual Revenue Retention Rate (ARR)(7) | | — | % | | 99.2 | % | | — | % | | — | % | | — | % | | 99.0 | % | | — | % | | — | % | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Remaining Performance Obligation (RPO)(3) | | $ | 247.6 | | $ | 235.7 | | $ | 227.0 | | $ | 223.1 | | $ | 235.4 | | $ | 244.4 | | $ | 303.0 | | $ | 315.1 | | | | | | | | | | | | | | | | | | | | | | | | | | |
Corporate Highlights
•Fastly Q2 Executive Appointments: Kip Compton (Chief Executive Officer), Albert Thong (Chief Marketing Officer), Tara Seracka (Chief Legal Officer).
•Richard Wong appointed Chief Financial Officer, succeeding Ronald Kisling, who is leaving to pursue new opportunities.
•Scott Lovett, Fastly’s Chief Revenue Officer named President, Go to Market, bringing together the revenue and marketing organizations under his leadership. Chief Marketing Officer Albert Thong will report to Scott.
Key Financial & Metrics Highlights
•Total revenue of $148.7 million, representing 12% year-over-year growth highlighted by security revenue growing 15% year-over-year and representing 20% of total revenue.
•Generated $10.9 million of positive free cash flow compared to $18.5 million of negative free cash flow in the second quarter of 2024.
•Enterprise customer count1 was 622 in the second quarter, up 21 from the second quarter of 2024. Total customer count1 was 3,097 in the second quarter, down 198 from the second quarter of 2024.
•Last 12-month net retention rate (LTM NRR)2 increased to 104% in the second quarter from 100% in the first quarter of 2025.
•Remaining Performance Obligations (RPO)3 were $315 million, up 41% from $223 million in the second quarter of 2024.
Third Quarter and Full Year 2025 Guidance
| | | | | | | | | | | | | | |
| | Q3 2025 | | Full Year 2025 |
| Total Revenue (millions) | | $149.0 - $153.0 | | $594.0 - $602.0 |
Non-GAAP Operating Income (Loss) (millions)(4) | | ($1.0) - $3.0 | | ($9.0) - ($3.0) |
Non-GAAP Net Income (Loss) per share(5)(6) | | ($0.02) - $0.02 | | ($0.10) - ($0.04) |
Key Metrics
1.Our number of customers is calculated based on the number of separate identifiable operating entities with which we have a billing relationship in good standing, from which we recognized revenue during the current quarter. Our enterprise customers are defined as those with annualized current quarter revenue in excess of $100,000. This is calculated by taking the revenue for each customer within the quarter and multiplying it by four.
2.We calculate LTM Net Retention Rate by dividing the total customer revenue for the prior twelve-month period (“prior 12-month period”) ending at the beginning of the last twelve-month period (“LTM period”) minus revenue contraction due to billing decreases or customer churn, plus revenue expansion due to billing increases during the LTM period from the same customers by the total prior 12-month period revenue. We believe the LTM Net Retention Rate is supplemental as it removes some of the volatility that is inherent in a usage-based business model.
3.Remaining Performance Obligations include future committed revenue for periods within current contracts with customers, as well as deferred revenue arising from consideration invoiced for which the related performance obligations have not been satisfied.
4.For a reconciliation of non-GAAP financial measures to their corresponding GAAP measures, please refer to the reconciliation table at the end of this supplement.
5.Assumes weighted average basic shares outstanding of 148.2 million in Q3 2025 and 146.9 million for the full year 2025.
6.Non-GAAP Net Income (Loss) per share is calculated as Non-GAAP Net Income (Loss) divided by weighted average basic shares for 2025.
7.Annual Revenue Retention rate is calculated by subtracting the quotient of the Annual Revenue Churn from all of our Churned Customers divided by our annual revenue of the same calendar year from 100%. Our “Annual Revenue Churn” is calculated by multiplying the final full month of revenue from a customer that terminated its contract with us (a “Churned Customer”) by the number of months remaining in the same calendar year.
Forward-Looking Statements
This investor supplement contains “forward-looking” statements that are based on our beliefs and assumptions and on information currently available to us. Forward-looking statements may involve known and unknown risks, uncertainties, and other factors that may cause our actual results, performance, or achievements to be materially different from those expressed or implied by the forward-looking statements. These statements include, but are not limited to, statements regarding our future financial and operating performance and shareholder returns, including our outlook and guidance; our ability to enrich our revenue mix with platform enhancements; the performance of our existing and new platform enhancements; the performance and capabilities of Fastly DDoS Protection, Fastly AI Bot Management, Fastly Delivery, Fastly Compute, and Fastly Next-Gen WAF; expectations regarding customer experiences with Fastly DDoS Protection, Fastly AI Bot Management, Fastly Delivery, Fastly Compute, and Fastly Next-Gen WAF; expectations regarding Fastly’s expansion into certain international markets; Mr. Wong’s appointment as CFO; Mr. Lovett’s appointment as President, Go to Market; and Fastly's strategies, platform, and business plans. Except as required by law, we assume no obligation to update these forward-looking statements publicly or to update the reasons actual results could differ materially from those anticipated in the forward-looking statements, even if new information becomes available in the future. Important factors that could cause our actual results to differ materially are detailed from time to time in the reports Fastly files with the Securities and Exchange Commission (“SEC”), including those more fully described in Fastly's Annual Report on Form 10-K for the year ended December 31, 2024. Additional information will also be set forth in Fastly’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, and other filings and reports that Fastly may file from time to time with the SEC. Copies of reports filed with the SEC are posted on Fastly’s website and are available from Fastly without charge.
Non-GAAP Financial Measures
To supplement our condensed consolidated financial statements, which are prepared and presented in accordance with accounting principles generally accepted in the United States ("GAAP"), the Company uses the following non-GAAP measures of financial performance: non-GAAP gross profit, non-GAAP gross margin, non-GAAP operating loss, non-GAAP net income (loss), non-GAAP basic and diluted net income (loss) per common share, non-GAAP research and development, non-GAAP sales and marketing, non-GAAP general and administrative, free cash flow and adjusted EBITDA. The presentation of this additional financial information is not intended to be considered in isolation from, as a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP. These non-GAAP measures have limitations in that they do not reflect all of the amounts associated with our results of operations as determined in accordance with GAAP. In addition, these non-GAAP financial measures may be different from the non-GAAP financial measures used by other companies. These non-GAAP measures should only be used to evaluate our results of operations in conjunction with the corresponding GAAP measures. Management compensates for these limitations by reconciling these non-GAAP financial measures to the most comparable GAAP financial measures within our earnings releases.
Non-GAAP gross profit, non-GAAP gross margin, non-GAAP operating loss, non-GAAP net income (loss) and non-GAAP basic and diluted net income (loss) per common share, non-GAAP research and development, non-GAAP sales and marketing, and non-GAAP general and administrative differ from GAAP in that they exclude stock-based compensation expense, amortization of capitalized stock-based compensation - cost of revenue, amortization of acquired intangible assets, executive transition costs, net gain on extinguishment of debt, impairment expense, and amortization of debt discount and issuance costs.
Adjusted EBITDA: excludes stock-based compensation expense, depreciation and other amortization expenses, amortization of acquired intangible assets, executive transition costs, interest income, interest expense, including amortization of debt discount and issuance costs, net gain on extinguishment of debt, impairment expense, other income (expense), net, and income taxes.
Amortization of Acquired Intangible Assets: consists of non-cash charges that can be affected by the timing and magnitude of asset purchases and acquisitions. Management considers its operating results without this activity when evaluating its ongoing non-GAAP performance and its adjusted EBITDA performance because these charges are non-cash expenses that can be affected by the timing and magnitude of asset purchases and acquisitions and may not be reflective of our core business, ongoing operating results, or future outlook.
Amortization of Debt Discount and Issuance Costs: consists primarily of amortization expense related to our debt obligations. Management considers its operating results without this activity when evaluating its ongoing non-GAAP net income (loss) performance and its adjusted EBITDA performance because it is not believed by management to be reflective of our core business, ongoing operating results or future outlook. These are included in our total interest expense.
Capital Expenditures: consists of cash used for purchases of property and equipment, net of proceeds from sale of property and equipment, capitalized internal-use software and payments on finance lease obligations, as reflected in our statement of cash flows.
Depreciation and Other Amortization Expense: consists of non-cash charges that can be affected by the timing and magnitude of asset purchases. Management considers its operating results without this activity when evaluating its ongoing adjusted EBITDA performance because these charges are non-cash expenses that can be affected by the timing and magnitude of asset purchases and may not be reflective of our core business, ongoing operating results, or future outlook.
Executive Transition Costs: consists of one-time cash and non-cash charges recognized with respect to changes in our executive’s employment status. Management considers its operating results without this activity when evaluating its ongoing non-GAAP net income (loss) performance and its adjusted EBITDA performance because it is not believed by management to be reflective of our core business, ongoing operating results, or future outlook.
Free Cash Flow: calculated as net cash used in operating activities less purchases of property and equipment, net of proceeds from sale of property and equipment, principal payments of finance lease liabilities, capitalized internal-use software costs and advance payments made related to capital expenditures. Management specifically identifies adjusting items in the reconciliation of GAAP to non-GAAP financial measures. Management considers non-GAAP free cash flow to be a profitability and liquidity measure that provides useful information to management and investors about the amount of cash generated by the business that can possibly be used for investing in Fastly's business and strengthening its balance sheet, but it is not intended to represent the residual cash flow available for discretionary expenditures. The presentation of non-GAAP free cash flow is also not meant to be considered in isolation or as an alternative to cash flows from operating activities as a measure of liquidity.
Gain on Modification of Lease: consists of a one-time non-cash charge recognized with respect to the modification of our leases. Management considers its operating results without this activity when evaluating its ongoing non-GAAP net income (loss) performance and its adjusted EBITDA performance because it is not believed by management to be reflective of our core business, ongoing operating results, or future outlook.
Impairment Expense: consists of charges related to our long-lived assets. Management considers its operating results without this activity when evaluating its ongoing non-GAAP net income (loss) performance and its adjusted EBITDA performance because it is not believed by management to be reflective of our core business, ongoing operating results or future outlook.
Income Taxes: consists primarily of expenses recognized related to state and foreign income taxes. Management considers its operating results without this activity when evaluating its ongoing adjusted EBITDA performance because it is not believed by management to be reflective of our core business, ongoing operating results or future outlook.
Interest Expense: consists primarily of interest expense related to our debt instruments, including amortization of debt discount and issuance costs. Management considers its operating results without this activity when evaluating its ongoing non-GAAP net income (loss) performance and its adjusted EBITDA performance because it is not believed by management to be reflective of our core business, ongoing operating results or future outlook.
Interest Income: consists primarily of interest income related to our marketable securities. Management considers its operating results without this activity when evaluating its ongoing non-GAAP net income (loss) performance and adjusted EBITDA performance because it is not believed by management to be reflective of our core business, ongoing operating results or future outlook.
Net Gain on Debt Extinguishment: relates to net gain on the partial repurchase of our outstanding convertible debt. Management considers its operating results without this activity when evaluating its ongoing non-GAAP net income (loss) performance and its adjusted EBITDA performance because it is not believed by management to be reflective of our core business, ongoing operating results or future outlook.
Other Income (Expense), Net: consists primarily of foreign currency transaction gains and losses. Management considers its operating results without this activity when evaluating its ongoing adjusted EBITDA performance because it is not believed by management to be reflective of our core business, ongoing operating results or future outlook.
Restructuring Charges: consists primarily of employee-related severance and termination benefits related to management's restructuring plan that resulted in a reduction in our workforce. Management considers its operating results without this activity when evaluating its ongoing non-GAAP net income (loss) performance and its adjusted EBITDA performance because it is not believed by management to be reflective of our core business, ongoing operating results or future outlook.
Stock-Based Compensation Expense: consists of expenses for stock options, restricted stock units, performance awards, restricted stock awards and Employee Stock Purchase Plan ("ESPP") under our equity incentive plans. Although stock-based compensation is an expense for the Company and is viewed as a form of compensation, management considers its operating results without this activity when evaluating its ongoing non-GAAP net income (loss) performance and its adjusted EBITDA performance, primarily because it is a non-cash expense not believed by
management to be reflective of our core business, ongoing operating results, or future outlook. In addition, the value of some stock-based instruments is determined using formulas that incorporate variables, such as market volatility, that are beyond our control.
Amortization of Capitalized Stock-Based Compensation - Cost of Revenue: in order to reflect the performance of our core business, ongoing operating results, or future outlook, and to be consistent with the way many investors evaluate our performance and compare our operating results to peer companies, similar to stock-based compensation, management considers it appropriate to exclude amortization of capitalized stock-based compensation from our non-GAAP financial measures.
Management believes these non-GAAP financial measures and adjusted EBITDA serve as useful metrics for our management and investors because they enable a better understanding of the long-term performance of our core business and facilitate comparisons of our operating results over multiple periods and to those of peer companies, and when taken together with the corresponding GAAP financial measures and our reconciliations, enhance investors' overall understanding of our current financial performance.
In the financial tables below, the Company provides a reconciliation of the most comparable GAAP financial measure to the historical non-GAAP financial measures used in this investor supplement.
Consolidated Statements of Operations – Quarterly
(unaudited, in thousands, except per share amounts)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Q3 2023 | | Q4 2023 | | Q1 2024 | | Q2 2024 | | Q3 2024 | | Q4 2024 | | Q1 2025 | | Q2 2025 |
| Revenue | | $ | 127,816 | | | $ | 137,777 | | | $ | 133,520 | | | $ | 132,371 | | | $ | 137,206 | | | $ | 140,579 | | | $ | 144,474 | | | $ | 148,709 | |
Cost of revenue(1) | | 61,730 | | | 62,003 | | | 60,286 | | | 59,470 | | | 62,466 | | | 65,516 | | | 67,676 | | | 67,593 | |
| Gross profit | | 66,086 | | | 75,774 | | | 73,234 | | | 72,901 | | | 74,740 | | | 75,063 | | | 76,798 | | | 81,116 | |
| Operating expenses: | | | | | | | | | | | | | | | | |
Research and development(1) | | 39,068 | | | 38,270 | | | 38,248 | | | 35,106 | | | 31,884 | | | 32,742 | | | 37,429 | | | 42,221 | |
Sales and marketing(1) | | 51,043 | | | 48,662 | | | 49,607 | | | 52,959 | | | 45,994 | | | 50,050 | | | 49,313 | | | 51,100 | |
General and administrative (1) | | 30,001 | | | 31,426 | | | 31,639 | | | 28,433 | | | 27,173 | | | 26,154 | | | 28,235 | | | 24,323 | |
| Impairment expense | | 4,316 | | | — | | | — | | | 3,137 | | | 559 | | | 448 | | | — | | | 415 | |
Restructuring charges | | — | | | — | | | — | | | — | | | 9,720 | | | — | | | — | | | — | |
| Total operating expenses | | 124,428 | | | 118,358 | | | 119,494 | | | 119,635 | | | 115,330 | | | 109,394 | | | 114,977 | | | 118,059 | |
| Loss from operations | | (58,342) | | | (42,584) | | | (46,260) | | | (46,734) | | | (40,590) | | | (34,331) | | | (38,179) | | | (36,943) | |
| Net gain on extinguishment of debt | | — | | | 15,656 | | | — | | | — | | | — | | | 1,365 | | | — | | | — | |
| Interest income | | 4,908 | | | 4,584 | | | 3,848 | | | 3,937 | | | 3,819 | | | 3,267 | | | 2,975 | | | 3,084 | |
| Interest expense | | (862) | | | (744) | | | (579) | | | (464) | | | (473) | | | (1,231) | | | (3,173) | | | (3,164) | |
Other income (expense), net | | (16) | | | (763) | | | (89) | | | 193 | | | (317) | | | (815) | | | (80) | | | 39 | |
Loss before income tax expense (benefit) | | (54,312) | | | (23,851) | | | (43,080) | | | (43,068) | | | (37,561) | | | (31,745) | | | (38,457) | | | (36,984) | |
| Income tax expense (benefit) | | (1) | | | (465) | | | 347 | | | 661 | | | 455 | | | 1,141 | | | 691 | | | 557 | |
| Net loss | | $ | (54,311) | | | $ | (23,386) | | | $ | (43,427) | | | $ | (43,729) | | | $ | (38,016) | | | $ | (32,886) | | | $ | (39,148) | | | $ | (37,541) | |
| Net loss per share attributable to common stockholders, basic and diluted | | $ | (0.42) | | | $ | (0.18) | | | $ | (0.32) | | | $ | (0.32) | | | $ | (0.27) | | | $ | (0.23) | | | $ | (0.27) | | | $ | (0.26) | |
| Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted | | 129,873 | | | 131,843 | | | 134,587 | | | 137,444 | | | 139,237 | | | 141,085 | | | 143,284 | | | 145,780 | |
| | | | | | | | | | | | | | | | |
__________
(1)Includes stock-based compensation expense as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Q3 2023 | | Q4 2023 | | Q1 2024 | | Q2 2024 | | Q3 2024 | | Q4 2024 | | Q1 2025 | | Q2 2025 |
| Cost of revenue | | $ | 2,860 | | | $ | 3,278 | | | $ | 2,779 | | | $ | 2,044 | | | $ | 1,911 | | | $ | 1,910 | | | $ | 1,939 | | | $ | 2,573 | |
| Research and development | | 12,122 | | | 12,019 | | | 10,323 | | | 7,983 | | | 7,378 | | | 7,922 | | | 8,893 | | | 11,755 | |
| Sales and marketing | | 9,061 | | | 8,060 | | | 7,843 | | | 7,058 | | | 7,113 | | | 7,047 | | | 6,693 | | | 8,176 | |
| General and administrative | | 11,670 | | | 12,090 | | | 10,876 | | | 9,063 | | | 8,614 | | | 8,066 | | | 8,057 | | | 3,831 | |
| Total | | $ | 35,713 | | | $ | 35,447 | | | $ | 31,821 | | | $ | 26,148 | | | $ | 25,016 | | | $ | 24,945 | | | $ | 25,582 | | | $ | 26,335 | |
Reconciliation of GAAP to Non-GAAP Financial Measures - Quarterly
(unaudited, in thousands, except per share amounts)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Q3 2023 | | Q4 2023 | | Q1 2024 | | Q2 2024 | | Q3 2024 | | Q4 2024 | | Q1 2025 | | Q2 2025 |
| Gross Profit | | | | | | | | | | | | | | | | |
| GAAP gross Profit | | $ | 66,086 | | | $ | 75,774 | | | $ | 73,234 | | | $ | 72,901 | | | $ | 74,740 | | | $ | 75,063 | | | $ | 76,798 | | | $ | 81,116 | |
| Stock-based compensation | | 2,860 | | | 3,278 | | | 2,779 | | | 2,044 | | | 1,911 | | | 1,910 | | | 1,939 | | | 2,573 | |
Amortization of capitalized stock-based compensation - Cost of revenue(1) | | 1,013 | | | 1,022 | | | 1,155 | | | 1,184 | | | 1,338 | | | 1,371 | | | 1,641 | | | 1,581 | |
| Amortization of acquired intangible assets | | 2,475 | | | 2,475 | | | 2,475 | | | 2,475 | | | 2,475 | | | 2,475 | | | 2,475 | | | 2,475 | |
| Non-GAAP gross profit | | 72,434 | | | 82,549 | | | 79,643 | | | 78,604 | | | 80,464 | | | 80,819 | | | 82,853 | | | 87,745 | |
| GAAP gross margin | | 51.7 | % | | 55.0 | % | | 54.8 | % | | 55.1 | % | | 54.5 | % | | 53.4 | % | | 53.2 | % | | 54.5 | % |
| Non-GAAP gross margin | | 56.7 | % | | 59.9 | % | | 59.6 | % | | 59.4 | % | | 58.6 | % | | 57.5 | % | | 57.3 | % | | 59.0 | % |
| Research and development | | | | | | | | | | | | | | | | |
| GAAP research and development | | 39,068 | | | 38,270 | | | 38,248 | | | 35,106 | | | 31,884 | | | 32,742 | | | 37,429 | | | 42,221 | |
| Stock-based compensation | | (10,426) | | | (11,728) | | | (10,323) | | | (7,983) | | | (7,378) | | | (7,922) | | | (8,893) | | | (11,755) | |
| Executive transition costs | | (2,406) | | | (385) | | | — | | | — | | | — | | | — | | | — | | | — | |
| Non-GAAP research and development | | 26,236 | | | 26,157 | | | 27,925 | | | 27,123 | | | 24,506 | | | 24,820 | | | 28,536 | | | 30,466 | |
| Sales and marketing | | | | | | | | | | | | | | | | |
| GAAP sales and marketing | | 51,043 | | | 48,662 | | | 49,607 | | | 52,959 | | | 45,994 | | | 50,050 | | | 49,313 | | | 51,100 | |
| Stock-based compensation | | (9,061) | | | (8,060) | | | (7,843) | | | (7,058) | | | (7,113) | | | (7,047) | | | (6,693) | | | (8,176) | |
| Amortization of acquired intangible assets | | (2,576) | | | (2,300) | | | (2,300) | | | (2,301) | | | (2,300) | | | (2,299) | | | (2,301) | | | (2,279) | |
| Non-GAAP sales and marketing | | 39,406 | | | 38,302 | | | 39,464 | | | 43,600 | | | 36,581 | | | 40,704 | | | 40,319 | | | 40,645 | |
| General and administrative | | | | | | | | | | | | | | | | |
| GAAP general and administrative | | 30,001 | | | 31,426 | | | 31,639 | | | 28,433 | | | 27,173 | | | 26,154 | | | 28,235 | | | 24,323 | |
| Stock-based compensation | | (11,670) | | | (12,090) | | | (10,876) | | | (9,063) | | | (8,614) | | | (8,066) | | | (8,057) | | | (3,831) | |
| Executive transition costs | | — | | | — | | | — | | | — | | | — | | | — | | | (335) | | | — | |
Gain on modification of lease | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 736 | |
| Non-GAAP general and administrative | | 18,331 | | | 19,336 | | | 20,763 | | | 19,370 | | | 18,559 | | | 18,088 | | | 19,843 | | | 21,228 | |
| Operating loss | | | | | | | | | | | | | | | | |
| GAAP operating loss | | (58,342) | | | (42,584) | | | (46,260) | | | (46,734) | | | (40,590) | | | (34,331) | | | (38,179) | | | (36,943) | |
| Stock-based compensation | | 34,017 | | | 35,156 | | | 31,821 | | | 26,148 | | | 25,016 | | | 24,945 | | | 25,582 | | | 26,335 | |
Amortization of capitalized stock-based compensation - Cost of revenue(1) | | 1,013 | | | 1,022 | | | 1,155 | | | 1,184 | | | 1,338 | | | 1,371 | | | 1,641 | | | 1,581 | |
Restructuring charges | | — | | | — | | | — | | | — | | | 9,720 | | | — | | | — | | | — | |
| Executive transition costs | | 2,406 | | | 385 | | | — | | | — | | | — | | | — | | | 335 | | | — | |
| Gain on modification of lease | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | (736) | |
| Amortization of acquired intangible assets | | 5,051 | | | 4,775 | | | 4,775 | | | 4,776 | | | 4,775 | | | 4,774 | | | 4,776 | | | 4,754 | |
Impairment expense | | 4,316 | | | — | | | — | | | 3,137 | | | 559 | | | 448 | | | — | | | 415 | |
Non-GAAP operating income (loss) | | (11,539) | | | (1,246) | | | (8,509) | | | (11,489) | | | 818 | | | (2,793) | | | (5,845) | | | (4,594) | |
| Net loss | | | | | | | | | | | | | | | | |
| GAAP net loss | | (54,311) | | | (23,386) | | | (43,427) | | | (43,729) | | | (38,016) | | | (32,886) | | | (39,148) | | | (37,541) | |
| Stock-based compensation | | 34,017 | | | 35,156 | | | 31,821 | | | 26,148 | | | 25,016 | | | 24,945 | | | 25,582 | | | 26,335 | |
Amortization of capitalized stock-based compensation - Cost of revenue(1) | | 1,013 | | | 1,022 | | | 1,155 | | | 1,184 | | | 1,338 | | | 1,371 | | | 1,641 | | | 1,581 | |
Restructuring charges | | — | | | — | | | — | | | — | | | 9,720 | | | — | | | — | | | — | |
| Executive transition costs | | 2,406 | | | 385 | | | — | | | — | | | — | | | — | | | 335 | | | — | |
| Gain on modification of lease | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | (736) | |
| Amortization of acquired intangible assets | | 5,051 | | | 4,775 | | | 4,775 | | | 4,776 | | | 4,775 | | | 4,774 | | | 4,776 | | | 4,754 | |
| Net gain on extinguishment of debt | | — | | | (15,656) | | | — | | | — | | | — | | | (1,365) | | | — | | | — | |
| Impairment expense | | 4,316 | | | — | | | — | | | 3,137 | | | 559 | | | 448 | | | — | | | 415 | |
| Amortization of debt issuance costs | | 502 | | | 456 | | | 354 | | | 349 | | | 358 | | | 318 | | | 217 | | | 217 | |
Non-GAAP net income (loss) | | $ | (7,006) | | | $ | 2,752 | | | $ | (5,322) | | | $ | (8,135) | | | $ | 3,750 | | | $ | (2,395) | | | $ | (6,597) | | | $ | (4,975) | |
GAAP net income (loss) per common share — basic and diluted | | $ | (0.42) | | | $ | (0.18) | | | $ | (0.32) | | | $ | (0.32) | | | $ | (0.27) | | | $ | (0.23) | | | $ | (0.27) | | | $ | (0.26) | |
Non-GAAP net income (loss) per common share — basic and diluted | | $ | (0.05) | | | $ | 0.02 | | | $ | (0.04) | | | $ | (0.06) | | | $ | 0.03 | | | $ | (0.02) | | | $ | (0.05) | | | $ | (0.03) | |
| Weighted average basic common shares | | 129,873 | | | 131,843 | | | 134,587 | | | 137,444 | | | 139,237 | | | 141,085 | | | 143,284 | | | 145,780 | |
Weighted average diluted common shares | | 129,873 | | | 141,162 | | | 134,587 | | | 137,444 | | | 143,415 | | | 141,085 | | | 143,284 | | | 145,780 | |
(1)Similar to stock-based compensation, we believe it is also appropriate to exclude amortization of capitalized stock-based compensation from our non-GAAP financial measures in order to reflect the performance of our core business and to be consistent with the way many investors evaluate our performance and compare our operating results to peer companies. However, we have not historically done so. In order to continue to improve the usefulness of our non-GAAP financial measures to the investors, starting with the quarter ended March 31, 2025, we are excluding amortization of capitalized stock-based compensation from our non-GAAP financial measures and we have accordingly recast the presentation for all prior periods presented to reflect this change. Refer to Non-GAAP Financial Measures definition for further details.
Reconciliation of GAAP to Non-GAAP Financial Measures - Quarterly (Continued)
(unaudited, in thousands, except per share amounts)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Q3 2023 | | Q4 2023 | | Q1 2024 | | Q2 2024 | | Q3 2024 | | Q4 2024 | | Q1 2025 | | Q2 2025 |
Reconciliation of GAAP to Non-GAAP diluted shares: | | | | | | | | | | | | | | | | |
| GAAP diluted shares | | 129,873 | | | 131,843 | | | 134,587 | | | 137,444 | | | 139,237 | | | 141,085 | | | 143,284 | | | 145,780 | |
| Other dilutive equity awards | | — | | | 9,319 | | | — | | | — | | | 4,178 | | | — | | | — | | | — | |
| Non-GAAP diluted shares | | 129,873 | | | 141,162 | | | 134,587 | | | 137,444 | | | 143,415 | | | 141,085 | | | 143,284 | | | 145,780 | |
Non-GAAP diluted net income (loss) per share | | (0.05) | | | 0.02 | | | (0.04) | | | (0.06) | | | 0.03 | | | (0.02) | | | (0.05) | | | (0.03) | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Q3 2023 | | Q4 2023 | | Q1 2024 | | Q2 2024 | | Q3 2024 | | Q4 2024 | | Q1 2025 | | Q2 2025 |
| Adjusted EBITDA | | | | | | | | | | | | | | | | |
| GAAP net loss | | $ | (54,311) | | | $ | (23,386) | | | $ | (43,427) | | | $ | (43,729) | | | $ | (38,016) | | | $ | (32,886) | | | $ | (39,148) | | | $ | (37,541) | |
| Stock-based compensation | | 34,017 | | | 35,156 | | | 31,821 | | | 26,148 | | | 25,016 | | | 24,945 | | | 25,582 | | | 26,335 | |
Amortization of capitalized stock-based compensation - Cost of revenue(1) | | 1,013 | | | 1,022 | | | 1,155 | | | 1,184 | | | 1,338 | | | 1,371 | | | 1,641 | | | 1,581 | |
| Gain on modification of lease | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | (736) | |
| Depreciation and other amortization | | 13,202 | | | 13,727 | | | 13,400 | | | 13,443 | | | 13,781 | | | 13,911 | | | 13,650 | | | 13,505 | |
| Amortization of acquired intangible assets | | 5,051 | | | 4,775 | | | 4,775 | | | 4,776 | | | 4,775 | | | 4,774 | | | 4,776 | | | 4,754 | |
| Amortization of debt discount and issuance costs | | 502 | | | 456 | | | 354 | | | 349 | | | 358 | | | 318 | | | 217 | | | 217 | |
| Net gain on extinguishment of debt | | — | | | (15,656) | | | — | | | — | | | — | | | (1,365) | | | — | | | — | |
Impairment expense | | 4,316 | | | — | | | — | | | 3,137 | | | 559 | | | 448 | | | — | | | 415 | |
| Executive transition costs | | 2,406 | | | 385 | | | — | | | — | | | — | | | — | | | 335 | | | — | |
Restructuring charges | | — | | | — | | | — | | | — | | | 9,720 | | | — | | | — | | | — | |
| Interest income | | (4,908) | | | (4,584) | | | (3,848) | | | (3,937) | | | (3,819) | | | (3,267) | | | (2,975) | | | (3,084) | |
| Interest expense | | 360 | | | 288 | | | 225 | | | 115 | | | 115 | | | 913 | | | 2,956 | | | 2,947 | |
| Other (income) expense, net | | 16 | | | 763 | | | 89 | | | (193) | | | 317 | | | 815 | | | 80 | | | (39) | |
| Income tax (benefit) expense | | (1) | | | (465) | | | 347 | | | 661 | | | 455 | | | 1,141 | | | 691 | | | 557 | |
| Adjusted EBITDA | | $ | 1,663 | | | $ | 12,481 | | | $ | 4,891 | | | $ | 1,954 | | | $ | 14,599 | | | $ | 11,118 | | | $ | 7,805 | | | $ | 8,911 | |
(1)Similar to stock-based compensation, we believe it is also appropriate to exclude amortization of capitalized stock-based compensation from our non-GAAP financial measures in order to reflect the performance of our core business and to be consistent with the way many investors evaluate our performance and compare our operating results to peer companies. However, we have not historically done so. In order to continue to improve the usefulness of our non-GAAP financial measures to the investors, starting with the quarter ended March 31, 2025, we are excluding amortization of capitalized stock-based compensation from our non-GAAP financial measures and we have accordingly recast the presentation for all prior periods presented to reflect this change. Refer to Non-GAAP Financial Measures definition for further details.
Non-GAAP Consolidated Statements of Operations - Quarterly
(unaudited, in thousands, except per share amounts)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Q3 2023 | | Q4 2023 | | Q1 2024 | | Q2 2024 | | Q3 2024 | | Q4 2024 | | Q1 2025 | | Q2 2025 |
| Revenue | | $ | 127,816 | | | $ | 137,777 | | | $ | 133,520 | | | $ | 132,371 | | | $ | 137,206 | | | $ | 140,579 | | | $ | 144,474 | | | $ | 148,709 | |
Cost of revenue(1)(2)(3) | | 55,382 | | | 55,228 | | | 53,877 | | | 53,767 | | | 56,742 | | | 59,760 | | | 61,621 | | | 60,964 | |
Gross profit(1)(2) | | 72,434 | | | 82,549 | | | 79,643 | | | 78,604 | | | 80,464 | | | 80,819 | | | 82,853 | | | 87,745 | |
| Operating expenses: | | | | | | | | | | | | | | | | |
Research and development(1)(4) | | 26,236 | | | 26,157 | | | 27,925 | | | 27,123 | | | 24,506 | | | 24,820 | | | 28,536 | | | 30,466 | |
Sales and marketing(1)(3) | | 39,406 | | | 38,302 | | | 39,464 | | | 43,600 | | | 36,581 | | | 40,704 | | | 40,319 | | | 40,645 | |
General and administrative (1)(4)(5) | | 18,331 | | | 19,336 | | | 20,763 | | | 19,370 | | | 18,559 | | | 18,088 | | | 19,843 | | | 21,228 | |
Total operating expenses(1)(2)(3)(4)(5)(6)(7) | | 83,973 | | | 83,795 | | | 88,152 | | | 90,093 | | | 79,646 | | | 83,612 | | | 88,698 | | | 92,339 | |
Income (loss) from operations(1)(2)(3)(4)(5)(6)(7) | | (11,539) | | | (1,246) | | | (8,509) | | | (11,489) | | | 818 | | | (2,793) | | | (5,845) | | | (4,594) | |
| Interest income | | 4,908 | | | 4,584 | | | 3,848 | | | 3,937 | | | 3,819 | | | 3,267 | | | 2,975 | | | 3,084 | |
Interest expense(8) | | (360) | | | (288) | | | (225) | | | (115) | | | (115) | | | (913) | | | (2,956) | | | (2,947) | |
| Other income (expense), net | | (16) | | | (763) | | | (89) | | | 193 | | | (317) | | | (815) | | | (80) | | | 39 | |
Income (loss) before income tax expense (benefit)(1)(2)(3)(4)(5)(6)(7)(8)(9) | | (7,007) | | | 2,287 | | | (4,975) | | | (7,474) | | | 4,205 | | | (1,254) | | | (5,906) | | | (4,418) | |
Income tax expense (benefit) | | (1) | | | (465) | | | 347 | | | 661 | | | 455 | | | 1,141 | | | 691 | | | 557 | |
Net income (loss)(1)(2)(3)(4)(5)(6)(7)(8)(9) | | $ | (7,006) | | | $ | 2,752 | | | $ | (5,322) | | | $ | (8,135) | | | $ | 3,750 | | | $ | (2,395) | | | $ | (6,597) | | | $ | (4,975) | |
Net income (loss) per share attributable to common stockholders, basic and diluted | | $ | (0.05) | | | $ | 0.02 | | | $ | (0.04) | | | $ | (0.06) | | | $ | 0.03 | | | $ | (0.02) | | | $ | (0.05) | | | $ | (0.03) | |
| Weighted-average shares used in computing net income (loss) per share attributable to common stockholders, basic | | 129,873 | | 131,843 | | 134,587 | | 137,444 | | 139,237 | | 141,085 | | 143,284 | | 145,780 |
| Weighted-average shares used in computing net income (loss) per share attributable to common stockholders, diluted | | 129,873 | | 141,162 | | 134,587 | | 137,444 | | 143,415 | | 141,085 | | 143,284 | | 145,780 |
(1)Excludes stock-based compensation. See GAAP to Non-GAAP reconciliations.
(2)Excludes amortization of capitalized stock-based compensation - cost of revenue. See GAAP to Non-GAAP reconciliations.
(3)Excludes amortization of acquired intangible assets. See GAAP to Non-GAAP reconciliations.
(4)Excludes executive transition costs. See GAAP to Non-GAAP reconciliations.
(5)Excludes gain on modification of lease. See GAAP to Non-GAAP reconciliations.
(6)Excludes impairment expense. See GAAP to Non-GAAP reconciliations.
(7)Excludes restructuring charges. See GAAP to Non-GAAP reconciliations.
(8)Excludes amortization of debt discount and issuance costs. See GAAP to Non-GAAP reconciliations.
(9)Excludes net gain on extinguishment of debt. See GAAP to Non-GAAP reconciliations.
Consolidated Balance Sheets - Quarterly
(unaudited, in thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Q3 2023 | | Q4 2023 | | Q1 2024 | | Q2 2024 | | Q3 2024 | | Q4 2024 | | Q1 2025 | | Q2 2025 |
| Assets | | | | | | | | | | | | | | | | |
| Current assets: | | | | | | | | | | | | | | | | |
| Cash and cash equivalents | | $ | 270,300 | | | $ | 107,921 | | | $ | 150,809 | | | $ | 147,196 | | | $ | 217,514 | | | $ | 286,175 | | | $ | 125,484 | | | $ | 82,487 | |
| Marketable securities | | 158,055 | | | 214,799 | | | 178,677 | | | 164,569 | | | 90,733 | | | 9,707 | | | 181,808 | | | 238,721 | |
| Accounts receivable, net | | 98,622 | | | 120,498 | | | 107,517 | | | 113,878 | | | 116,800 | | | 115,988 | | | 119,035 | | | 117,318 | |
| Prepaid expenses and other current assets | | 24,481 | | | 20,455 | | | 23,207 | | | 25,312 | | | 28,011 | | | 28,325 | | | 26,243 | | | 26,137 | |
| Total current assets | | 551,458 | | | 463,673 | | | 460,210 | | | 450,955 | | | 453,058 | | | 440,195 | | | 452,570 | | | 464,663 | |
| Property and equipment, net | | 171,914 | | | 176,608 | | | 177,574 | | | 177,058 | | | 180,288 | | | 179,097 | | | 177,876 | | | 181,770 | |
| Operating lease right-of-use assets, net | | 52,927 | | | 55,212 | | | 54,420 | | | 52,451 | | | 47,700 | | | 50,433 | | | 48,802 | | | 54,001 | |
| Goodwill | | 670,356 | | | 670,356 | | | 670,356 | | | 670,356 | | | 670,356 | | | 670,356 | | | 670,356 | | | 670,356 | |
| Intangible assets, net | | 67,375 | | | 62,475 | | | 57,576 | | | 52,676 | | | 47,776 | | | 42,876 | | | 37,976 | | | 32,814 | |
| Marketable securities, non-current | | 32,280 | | | 6,088 | | | 1,743 | | | — | | | — | | | — | | | — | | | — | |
| Other assets | | 94,353 | | | 90,779 | | | 84,044 | | | 79,176 | | | 72,576 | | | 68,402 | | | 61,665 | | | 59,573 | |
| Total assets | | $ | 1,640,663 | | | $ | 1,525,191 | | | $ | 1,505,923 | | | $ | 1,482,672 | | | $ | 1,471,754 | | | $ | 1,451,359 | | | $ | 1,449,245 | | | $ | 1,463,177 | |
| Liabilities and Stockholders’ Equity | | | | | | | | | | | | | | | | |
| Current liabilities: | | | | | | | | | | | | | | | | |
| Accounts payable | | $ | 5,723 | | | $ | 5,611 | | | $ | 5,485 | | | $ | 5,532 | | | $ | 11,354 | | | $ | 6,044 | | | $ | 9,802 | | | $ | 13,344 | |
| Accrued expenses | | 56,595 | | | 61,818 | | | 35,555 | | | 34,445 | | | 40,854 | | | 41,622 | | | 37,165 | | | 45,282 | |
| Current debt | | — | | | — | | | — | | | — | | | — | | | — | | | 187,871 | | | 188,051 | |
| Finance lease liabilities | | 19,250 | | | 15,684 | | | 11,974 | | | 8,178 | | | 4,882 | | | 2,328 | | | 617 | | | 80 | |
| Operating lease liabilities | | 21,533 | | | 24,042 | | | 22,580 | | | 25,399 | | | 23,857 | | | 25,155 | | | 26,988 | | | 23,673 | |
| Other current liabilities | | 40,234 | | | 40,539 | | | 44,633 | | | 35,748 | | | 33,261 | | | 29,307 | | | 38,442 | | | 42,373 | |
| Total current liabilities | | 143,335 | | | 147,694 | | | 120,227 | | | 109,302 | | | 114,208 | | | 104,456 | | | 300,885 | | | 312,803 | |
Long-term debt | | 472,823 | | | 343,507 | | | 343,837 | | | 344,167 | | | 344,498 | | | 337,614 | | | 149,874 | | | 149,883 | |
| Finance lease liabilities, noncurrent | | 3,860 | | | 1,602 | | | 440 | | | — | | | — | | | — | | | — | | | — | |
| Operating lease liabilities, noncurrent | | 47,775 | | | 48,484 | | | 46,857 | | | 44,634 | | | 40,565 | | | 39,561 | | | 36,615 | | | 48,577 | |
| Other long-term liabilities | | 4,298 | | | 4,416 | | | 2,756 | | | 3,382 | | | 3,029 | | | 4,478 | | | 4,848 | | | 9,267 | |
| Total liabilities | | 672,091 | | | 545,703 | | | 514,117 | | | 501,485 | | | 502,300 | | | 486,109 | | | 492,222 | | | 520,530 | |
| Stockholders’ equity: | | | | | | | | | | | | | | | | |
Common stock | | 2 | | | 3 | | | 3 | | | 3 | | | 3 | | | 3 | | | 3 | | | 3 | |
| Additional paid-in capital | | 1,781,870 | | | 1,815,245 | | | 1,870,503 | | | 1,903,374 | | | 1,929,397 | | | 1,958,157 | | | 1,989,108 | | | 2,012,312 | |
| Accumulated other comprehensive loss | | (1,934) | | | (1,008) | | | (521) | | | (282) | | | (22) | | | (100) | | | (130) | | | (169) | |
| Accumulated deficit | | (811,366) | | | (834,752) | | | (878,179) | | | (921,908) | | | (959,924) | | | (992,810) | | | (1,031,958) | | | (1,069,499) | |
| Total stockholders’ equity | | 968,572 | | | 979,488 | | | 991,806 | | | 981,187 | | | 969,454 | | | 965,250 | | | 957,023 | | | 942,647 | |
| Total liabilities and stockholders’ equity | | $ | 1,640,663 | | | $ | 1,525,191 | | | $ | 1,505,923 | | | $ | 1,482,672 | | | $ | 1,471,754 | | | $ | 1,451,359 | | | $ | 1,449,245 | | | $ | 1,463,177 | |
| | | | | | | | | | | | | | | | |
Consolidated Statements of Cash Flows – Quarterly
(unaudited, in thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Q3 2023 | | Q4 2023 | | Q1 2024 | | Q2 2024 | | Q3 2024 | | Q4 2024 | | Q1 2025 | | Q2 2025 |
| Cash flows from operating activities: | | | | | | | | | | | | | | | | |
| Net loss | | $ | (54,311) | | | $ | (23,386) | | | $ | (43,427) | | | $ | (43,729) | | | $ | (38,016) | | | $ | (32,886) | | | $ | (39,148) | | | $ | (37,541) | |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | | | | | | | | | | | | | | | | |
| Depreciation expense | | 13,055 | | | 13,587 | | | 13,277 | | | 13,318 | | | 13,656 | | | 13,786 | | | 15,167 | | | 14,962 | |
| Amortization of intangible assets | | 5,175 | | | 4,899 | | | 4,899 | | | 4,900 | | | 4,900 | | | 4,900 | | | 4,900 | | | 4,878 | |
| Non-cash lease expense | | 5,464 | | | 5,451 | | | 5,556 | | | 5,800 | | | 5,463 | | | 5,655 | | | 5,655 | | | 5,694 | |
| Amortization of debt discount and issuance costs | | 501 | | | 456 | | | 354 | | | 349 | | | 358 | | | 316 | | | 217 | | | 217 | |
| Amortization of deferred contract costs | | 4,082 | | | 4,295 | | | 4,573 | | | 4,531 | | | 4,773 | | | 4,746 | | | 4,850 | | | 4,847 | |
| Stock-based compensation | | 35,713 | | | 35,447 | | | 31,821 | | | 26,148 | | | 25,016 | | | 24,945 | | | 25,582 | | | 26,335 | |
Deferred income taxes | | — | | | (900) | | | 228 | | | 333 | | | 339 | | | 893 | | | 422 | | | 327 | |
| Provision for credit losses | | 211 | | | 714 | | | 953 | | | 393 | | | 1,054 | | | 1,434 | | | 946 | | | 1,048 | |
| (Gain) loss on disposals of property and equipment | | (42) | | | — | | | 399 | | | 45 | | | — | | | 96 | | | — | | | (43) | |
Amortization of discounts on investments | | (403) | | | (990) | | | (1,158) | | | (1,244) | | | (1,064) | | | (507) | | | (626) | | | (1,356) | |
| Impairment of operating lease right-of-use assets | | 401 | | | 156 | | | — | | | — | | | 371 | | | — | | | — | | | — | |
| Impairment expense | | 4,316 | | | — | | | — | | | 3,137 | | | 559 | | | 448 | | | — | | | 415 | |
| Net gain on extinguishment of debt | | — | | | (15,656) | | | — | | | — | | | — | | | (1,365) | | | — | | | — | |
| Other adjustments | | 71 | | | 905 | | | (259) | | | (178) | | | 520 | | | (897) | | | 376 | | | (84) | |
| Changes in operating assets and liabilities: | | | | | | | | | | | | | | | | |
| Accounts receivable | | (20,538) | | | (22,590) | | | 12,028 | | | (6,754) | | | (3,976) | | | (622) | | | (3,993) | | | 669 | |
| Prepaid expenses and other current assets | | 5,019 | | | 4,107 | | | (2,700) | | | (2,131) | | | (2,589) | | | (207) | | | 2,216 | | | 121 | |
| Other assets | | (4,286) | | | (6,868) | | | (1,814) | | | (3,210) | | | (2,705) | | | (4,140) | | | (2,095) | | | (6,076) | |
| Accounts payable | | 314 | | | (876) | | | 101 | | | (341) | | | 4,754 | | | (3,903) | | | 2,575 | | | 3,446 | |
| Accrued expenses | | 340 | | | (1,603) | | | (8,760) | | | 1,911 | | | 2,707 | | | 1,220 | | | (3,383) | | | 1,577 | |
| Operating lease liabilities | | (4,505) | | | (5,137) | | | (7,606) | | | (4,406) | | | (7,329) | | | (7,200) | | | (5,556) | | | (2,332) | |
| Other liabilities | | 1,033 | | | 612 | | | 2,667 | | | (3,820) | | | (3,789) | | | (1,492) | | | 9,183 | | | 8,694 | |
| Net cash provided by (used in) operating activities | | (8,390) | | | (7,377) | | | 11,132 | | | (4,948) | | | 5,002 | | | 5,220 | | | 17,288 | | | 25,798 | |
| Cash flows from investing activities: | | | | | | | | | | | | | | | | |
| Purchases of marketable securities | | (73,091) | | | (59,142) | | | (56,948) | | | (60,249) | | | (37,902) | | | — | | | (179,486) | | | (93,440) | |
| Sales of marketable securities | | 1 | | | 24,850 | | | — | | | — | | | — | | | — | | | — | | | — | |
| Maturities of marketable securities | | 86,030 | | | 5,642 | | | 99,080 | | | 77,597 | | | 113,032 | | | 81,480 | | | 7,969 | | | 37,836 | |
| Advance payment for purchase of property and equipment | | — | | | — | | | — | | | (790) | | | — | | | — | | | — | | | — | |
Purchases of property and equipment | | (325) | | | (2,693) | | | (1,603) | | | (1,762) | | | (1,996) | | | (4,969) | | | (2,605) | | | (9,852) | |
| Proceeds from sale of property and equipment | | 13 | | | — | | | — | | | 24 | | | — | | | — | | | — | | | 44 | |
| Capitalized internal-use software | | (4,951) | | | (5,902) | | | (6,845) | | | (6,829) | | | (6,818) | | | (5,602) | | | (4,763) | | | (4,542) | |
Net cash provided by (used in) investing activities | | 7,677 | | | (37,245) | | | 33,684 | | | 7,991 | | | 66,316 | | | 70,909 | | | (178,885) | | | (69,954) | |
| Cash flows from financing activities: | | | | | | | | | | | | | | | | |
| Payments of debt issuance costs | | — | | | — | | | — | | | — | | | — | | | (5,729) | | | — | | | — | |
| Cash paid for debt extinguishment | | — | | | (113,606) | | | — | | | — | | | — | | | — | | | — | | | — | |
| Repayments of finance lease liabilities | | (6,041) | | | (5,932) | | | (4,872) | | | (4,236) | | | (3,296) | | | (2,554) | | | (1,711) | | | (537) | |
| Payment of deferred consideration for business acquisitions | | — | | | — | | | — | | | (3,771) | | | — | | | — | | | — | | | — | |
| Proceeds from exercise of vested stock options | | 1,137 | | | 161 | | | 111 | | | 180 | | | 19 | | | 805 | | | 408 | | | 279 | |
| Proceeds from employee stock purchase plan | | 2,222 | | | 1,550 | | | 2,881 | | | 1,034 | | | 2,168 | | | 161 | | | 2,131 | | | 1,240 | |
Net cash provided by (used in) financing activities | | (2,682) | | | (117,827) | | | (1,880) | | | (6,793) | | | (1,109) | | | (7,317) | | | 828 | | | 982 | |
| Effects of exchange rate changes on cash, cash equivalents, and restricted cash | | (47) | | | 70 | | | (48) | | | (13) | | | 109 | | | (151) | | | 78 | | | 177 | |
| Net increase (decrease) in cash, cash equivalents, and restricted cash | | (3,442) | | | (162,379) | | | 42,888 | | | (3,763) | | | 70,318 | | | 68,661 | | | (160,691) | | | (42,997) | |
| Cash, cash equivalents, and restricted cash at beginning of period | | 273,892 | | | 270,450 | | | 108,071 | | | 150,959 | | | 147,196 | | | 217,514 | | | 286,175 | | | 125,484 | |
| Cash, cash equivalents, and restricted cash at end of period | | $ | 270,450 | | | $ | 108,071 | | | $ | 150,959 | | | $ | 147,196 | | | $ | 217,514 | | | $ | 286,175 | | | $ | 125,484 | | | $ | 82,487 | |
Free Cash Flow
(in thousands, unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Q3 2023 | | Q4 2023 | | Q1 2024 | | Q2 2024 | | Q3 2024 | | Q4 2024 | | Q1 2025 | | Q2 2025 |
Net cash provided by (used in) investing activities | | $ | (8,390) | | | $ | (7,377) | | | $ | 11,132 | | | $ | (4,948) | | | $ | 5,002 | | | $ | 5,220 | | | $ | 17,288 | | | $ | 25,798 | |
Capital expenditures(1): | | | | | | | | | | | | | | | | |
| Purchases of property and equipment | | (325) | | | (2,693) | | | (1,603) | | | (1,762) | | | (1,996) | | | (4,969) | | | (2,605) | | | (9,852) | |
| Proceeds from sale of property and equipment | | 13 | | | — | | | — | | | 24 | | | — | | | — | | | — | | | 44 | |
| Capitalized internal-use software | | (4,951) | | | (5,902) | | | (6,845) | | | (6,829) | | | (6,818) | | | (5,602) | | | (4,763) | | | (4,542) | |
| Repayments of finance lease liabilities | | (6,041) | | | (5,932) | | | (4,872) | | | (4,236) | | | (3,296) | | | (2,554) | | | (1,711) | | | (537) | |
Advance payment for purchase of property and equipment(2) | | — | | | — | | | — | | | (790) | | | — | | | — | | | — | | | — | |
| Free Cash Flow | | $ | (19,694) | | | $ | (21,904) | | | $ | (2,188) | | | $ | (18,541) | | | $ | (7,108) | | | $ | (7,905) | | | $ | 8,209 | | | $ | 10,911 | |
__________
(1)Capital expenditures are defined as cash used for purchases of property and equipment, net of proceeds from sale of property and equipment, capitalized internal-use software and payments on finance lease obligations, as reflected in our statement of cash flows.
(2)In the six months ended June 30, 2025, we received $6.5 million of capital equipment that was prepaid prior to the current quarter, as reflected in the supplemental disclosure of our statement of cash flows.
Fastly Announces CFO Transition and Executive Leadership Promotion
Richard Wong to join Fastly as Chief Financial Officer
Scott Lovett Promoted to President, Go to Market
SAN FRANCISCO – August 6, 2025 – Fastly, Inc. (NYSE: FSLY), a leader in global edge cloud platforms, today announced the appointment of Richard “Rich” Wong as Chief Financial Officer (CFO), effective August 11, 2025. Wong will succeed Ronald “Ron” W. Kisling who is leaving to pursue new opportunities. Kisling will remain at Fastly in an advisory capacity through September 15, 2025 to help ensure a smooth transition of responsibilities. In addition, Scott R. Lovett, Fastly’s current Chief Revenue Officer, has been appointed President, Go to Market, effective immediately.
“On behalf of the Board, I am delighted to welcome Rich Wong as Fastly’s new Chief Financial Officer. Rich has a well-earned reputation as a builder with experience in growing high-performing teams in rapidly scaling environments, and he will be a great addition to the executive team.” said David Hornik, Chairperson of the Board of Directors of Fastly. “On behalf of the Board, I also want to thank Ron for his hard work and dedication to Fastly over the past four years. We wish him the best in his next chapter.”
“Fastly has always stood out to me for its powerful technology and deep commitment to developers. I’m excited to join a team so committed to performance, innovation, and customer trust,” said Wong. “As CFO, I look forward to helping scale the business with operational discipline while unlocking long-term value for customers and shareholders.”
Wong is a seasoned executive with nearly three decades of finance leadership experience spanning high-growth startups, public tech companies, and global investment banks. Wong brings a proven ability to drive operational excellence and experience in strategic financial planning, as well as a robust foundation in investment banking.
Most recently, Wong served as CFO at Benchling, a vertical SaaS company. While at Benchling, Wong helped the company scale revenue, launch new products, and expand internationally. Prior to Benchling, he served as CFO at Houzz Inc. Wong began his career as an investment banker at JP Morgan and Banc of America Securities, and also held senior finance roles at LinkedIn and Yahoo!.
Wong holds an MBA from Northwestern University’s Kellogg School of Management and a Bachelor of Science in Business Administration from the University of California, Berkeley.
Fastly also announced the promotion of Scott R. Lovett, its current Chief Revenue Officer, to President, Go to Market. This newly created role brings together the revenue organization and the marketing organization under his leadership. Albert Thong, Chief Marketing Officer at Fastly, will report to Scott as part of this organizational update.
“I am pleased to announce Scott Lovett’s promotion to President, Go to Market,” said Kip Compton, Chief Executive Officer of Fastly. “Scott has provided exceptional leadership and go-to-market transformation in his first year. This expanded role will give him an opportunity to have even greater impact. Bringing the revenue and marketing organizations together isn’t just a structural change; it’s an opportunity to drive even tighter internal alignment across critical customer-centric teams and to accelerate growth and customer acquisition.”
“I’m incredibly honored to step into this expanded role and continue growing with a company I believe in,” said Lovett. “Our momentum is just beginning, and I’m excited to keep building alongside such a talented team as we aim to drive meaningful impact and long-term growth.”
About Fastly, Inc.
Fastly’s powerful and programmable edge cloud platform helps the world’s top brands deliver online experiences that are fast, safe, and engaging through edge compute, delivery, security, and observability offerings that improve site performance, enhance security, and empower innovation at global scale. Compared to other providers, Fastly’s powerful, high-performance, and modern platform architecture empowers developers to deliver secure websites and apps with rapid time-to-market and demonstrated, industry-leading cost savings. Organizations around the world trust Fastly to help them upgrade the internet experience, including Reddit, Neiman Marcus, Universal Music Group, and SeatGeek.
Learn more about Fastly at https://www.fastly.com, and follow us @fastly.
Forward-Looking Statements
This press release contains “forward-looking” statements that are based on our beliefs and assumptions and on information currently available to us on the date of this press release. Forward-looking statements may involve known and unknown risks, uncertainties, and other factors that may cause our actual results, performance, or achievements to be materially different from those expressed or implied by the forward-looking statements. These statements include, but are not limited to, those regarding Mr. Wong’s appointment as CFO; Fastly’s ability to unlock long-term value for customers and shareholders; Mr. Lovett’s appointment as President, Go to Market; and Fastly’s ability to tighten alignment across teams and accelerate growth and customer acquisition. Except as required by law, we assume no obligation to update these forward-looking statements publicly or to update the reasons actual results could differ materially from those anticipated in the forward-looking statements, even if new information becomes available in the future. Important factors that could cause our actual results to differ materially are detailed from time to time in the reports Fastly files with the Securities and Exchange Commission (“SEC”), including without limitation Fastly’s Annual Report on Form 10-K for the year ended December 31, 2024. Additional information will also be set forth in Fastly’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2025. Copies of reports filed with the SEC are posted on Fastly’s website and are available from Fastly without charge.
Contacts
| | | | | |
Media Contact Spring Harris | Investor Contact Vernon Essi, Jr. |
Source: Fastly, Inc.