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8-K

Fastly, Inc. (FSLY)

8-K 2025-05-07 For: 2025-05-07
View Original
Added on April 11, 2026

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): May 7, 2025

FASTLY, INC.

(Exact name of Registrant as Specified in Its Charter)

Delaware 001-38897 27-5411834
(State or other jurisdiction of<br>incorporation or organization) (Commission File Number) (I.R.S. Employer<br><br>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):

| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | | --- | --- || ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | | --- | --- || ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | | --- | --- || ☐ | 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:

Title of each class Trading<br>Symbol(s) Name of each exchange<br>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 May 7, 2025, Fastly, Inc. (the "Company") announced its financial results for the quarter ended March 31, 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 March 31, 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 9.01                   Financial Statements and Exhibits.

(d)Exhibits

Exhibit<br>No. Exhibit Description
99.1 Press Release dated May 7, 2025
99.2 Investor Supplement for First Quarter 2025 Results

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.

FASTLY, INC.
Dated: May 7, 2025 By: /s/ Ronald W. Kisling
Ronald W. Kisling
Chief Financial Officer

Document

Exhibit 99.1

Fastly Announces First Quarter 2025 Financial Results

Record Revenue of $144.5 million above high-end of guidance range

Generates positive free cash flow of $8.2 million

SAN FRANCISCO — May 7, 2025 — Fastly, Inc. (NYSE: FSLY), a leader in global edge cloud platforms, today announced financial results for its first quarter ended March 31, 2025.

"Fastly outperformed our revenue and operating loss guidance in the first quarter, delivering positive free cash flow,” said Todd Nightingale, CEO of Fastly. “We made great progress in our go-to-market transformation, product release velocity, and growing traffic share with our large enterprise customers which all drove upside in our results.”

"We are raising our financial guidance for 2025 and plan to enrich our current revenue mix with the platform enhancements we've recently shipped in security and compute,” continued Nightingale. “We believe this will improve our financial performance and allow Fastly to deliver strong, lasting shareholder returns."

Three months ended<br>March 31,
2025 2024
Revenue $ 144,474 $ 133,520
Gross margin
GAAP gross margin 53.2 % 54.8 %
Non-GAAP gross margin(1) 57.3 % 59.6 %
Operating loss
GAAP operating loss $ (38,179) $ (46,260)
Non-GAAP operating loss(1) $ (5,845) $ (8,509)
Net loss per share
GAAP net loss per common share — basic and diluted $ (0.27) $ (0.32)
Non-GAAP net loss per common share — basic and diluted(1) $ (0.05) $ (0.04)

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.

First Quarter 2025 Financial Summary

•Total revenue of $144.5 million, representing 8% year-over-year growth. Network services revenue of $113.3 million, representing 7% year-over-year growth. Security revenue of $26.4 million, representing 7% year-over-year growth. Other revenue of $4.8 million, representing 64% 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 $8.2 million of positive free cash flow compared to $2.2 million of negative free cash flow in the first quarter of 2024.

•GAAP gross margin of 53.2%, compared to 54.8% in the first quarter of 2024. Non-GAAP gross margin1 of 57.3%, compared to 59.6% in the first quarter of 2024.

•GAAP net loss of $39.1 million, compared to $43.4 million in the first quarter of 2024. Non-GAAP net loss1 of $6.6 million, compared to $5.3 million in the first quarter of 2024.

•GAAP net loss per basic and diluted share of $0.27, compared to $0.32 in the first quarter of 2024. Non-GAAP net loss per basic and diluted share1 of $0.05, compared to $0.04 in the first quarter of 2024.

Key Metrics

•Enterprise customer count2 was 595 in the first quarter, up 18 from the first quarter of 2024.

•Fastly's top ten customers accounted for 33% of revenue in the first quarter compared to 38% in the first quarter of 2024. Revenue from the top ten customers declined 6% 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 decreased to 100% in the first quarter from 102% in the fourth quarter of 2024.

•Remaining Performance Obligations (RPO)4 were $303 million, up 24% from $244 million in the fourth quarter of 2024.

First Quarter Business and Product Highlights

•Product package deals in the first quarter more than doubled year-over-year, and new logo packages grew over 80% year-over-year, representing approximately one-third of the total package deals.

•Fastly’s Next-Gen WAF was named a Strong Performer in The Forrester Wave™: Web Application Firewall Solutions, Q1 2025.

•Fastly research revealed 93% of organizations are working to reduce CISO liability risk.

•Released Fastly Client-Side Protection to GA, providing real-time monitoring and protection against unauthorized modifications to client-side scripts, and helping businesses secure sensitive customer data and maintain PCI-DSS compliance.

•Updated Fastly Bot Management with Dynamic Challenges, Advanced Client-Side Detection, and Compromised Credential Checking capabilities. These updates give customers the option to stop relying on CAPTCHAs while helping prevent fraud, protect customer accounts, and minimize disruptions to legitimate logins and transactions.

•Released Fastly HTTP Cache API to GA. As a fully integrated API, developers can make changes to the cache properties of an object, adjust headers like Cache-Control, and more, all within an HTTP flow.

•Added Custom and Media Shield dashboards to Observability.

Second Quarter and Full Year 2025 Guidance

Q2 2025 Full Year 2025
Total Revenue (millions) $143.0 - $147.0 $585.0 - $595.0
Non-GAAP Operating Loss (millions) ($8.0) - ($4.0) ($12.0) - ($6.0)
Non-GAAP Net Loss per share (5)(6) ($0.08) - ($0.04) ($0.13) - ($0.07)

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, May 7, 2025.

Date: Wednesday, May 7, 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 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, 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 capabilities of Fastly Client-Side Protection, Fastly Bot Management, Fastly HTTP Cache API, Custom and Media Shield Dashboards in Observability, and Fastly Next-Gen WAF; and expectations regarding customer experiences with Fastly Client-Side Protection, Fastly Bot Management, and Fastly HTTP Cache API. 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 our Quarterly Report on Form 10-Q for the quarter ended March 31, 2025. 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 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.

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 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 Loss per share is calculated as Non-GAAP Net Loss divided by weighted average basic shares for 2025.

6 Assumes weighted average basic shares outstanding of 145.8 million in Q2 2025 and 146.7 million for the full year 2025.

Condensed Consolidated Statements of Operations

(in thousands, except per share amounts, unaudited)

Three months ended<br>March 31,
2025 2024
Revenue $ 144,474 $ 133,520
Cost of revenue(1) 67,676 60,286
Gross profit 76,798 73,234
Operating expenses:
Research and development(1) 37,429 38,248
Sales and marketing(1) 49,313 49,607
General and administrative(1) 28,235 31,639
Total operating expenses 114,977 119,494
Loss from operations (38,179) (46,260)
Interest income 2,975 3,848
Interest expense (3,173) (579)
Other expense, net (80) (89)
Loss before income tax expense (38,457) (43,080)
Income tax expense 691 347
Net loss $ (39,148) $ (43,427)
Net loss per share attributable to common stockholders, basic and diluted $ (0.27) $ (0.32)
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted 143,284 134,587

__________

(1)Includes stock-based compensation expense as follows:

Three months ended<br>March 31,
2025 2024
Cost of revenue $ 1,939 $ 2,779
Research and development 8,893 10,323
Sales and marketing 6,693 7,843
General and administrative 8,057 10,876
Total $ 25,582 $ 31,821

Reconciliation of GAAP to Non-GAAP Financial Measures

(in thousands, unaudited)

Three months ended<br>March 31,
2025 2024
Gross profit
GAAP gross profit $ 76,798 $ 73,234
Stock-based compensation 1,939 2,779
Amortization of capitalized stock-based compensation - Cost of revenue(1) 1,641 1,155
Amortization of acquired intangible assets 2,475 2,475
Non-GAAP gross profit $ 82,853 $ 79,643
GAAP gross margin 53.2 % 54.8 %
Non-GAAP gross margin 57.3 % 59.6 %
Research and development
GAAP research and development $ 37,429 $ 38,248
Stock-based compensation (8,893) (10,323)
Non-GAAP research and development $ 28,536 $ 27,925
Sales and marketing
GAAP sales and marketing $ 49,313 $ 49,607
Stock-based compensation (6,693) (7,843)
Amortization of acquired intangible assets (2,301) (2,300)
Non-GAAP sales and marketing $ 40,319 $ 39,464
General and administrative
GAAP general and administrative $ 28,235 $ 31,639
Stock-based compensation (8,057) (10,876)
Executive transition costs (335)
Non-GAAP general and administrative $ 19,843 $ 20,763
Operating loss
GAAP operating loss $ (38,179) $ (46,260)
Stock-based compensation 25,582 31,821
Amortization of capitalized stock-based compensation - Cost of revenue(1) 1,641 1,155
Executive transition costs 335
Amortization of acquired intangible assets 4,776 4,775
Non-GAAP operating loss $ (5,845) $ (8,509)
Net loss
GAAP net loss $ (39,148) $ (43,427)
Stock-based compensation 25,582 31,821
Amortization of capitalized stock-based compensation - Cost of revenue(1) 1,641 1,155
Executive transition costs 335
Amortization of acquired intangible assets 4,776 4,775
Amortization of debt discount and issuance costs 217 354
Non-GAAP net loss $ (6,597) $ (5,322)
Non-GAAP net loss per common share — basic and diluted $ (0.05) $ (0.04)
Weighted average basic and diluted common shares 143,284 134,587

(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<br>March 31,
2025 2024
Adjusted EBITDA
GAAP net loss $ (39,148) $ (43,427)
Stock-based compensation 25,582 31,821
Amortization of capitalized stock-based compensation - Cost of revenue(1) 1,641 1,155
Executive transition costs 335
Depreciation and other amortization 13,650 13,400
Amortization of acquired intangible assets 4,776 4,775
Amortization of debt discount and issuance costs 217 354
Interest income (2,975) (3,848)
Interest expense 2,956 225
Other expense, net 80 89
Income tax expense 691 347
Adjusted EBITDA $ 7,805 $ 4,891

(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<br>March 31, 2025 As of<br>December 31, 2024
ASSETS
Current assets:
Cash and cash equivalents $ 125,484 $ 286,175
Marketable securities, current 181,808 9,707
Accounts receivable, net of allowance for credit losses 119,035 115,988
Prepaid expenses and other current assets 26,243 28,325
Total current assets 452,570 440,195
Property and equipment, net 177,876 179,097
Operating lease right-of-use assets, net 48,802 50,433
Goodwill 670,356 670,356
Intangible assets, net 37,976 42,876
Other assets 61,665 68,402
Total assets $ 1,449,245 $ 1,451,359
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable $ 9,802 $ 6,044
Accrued expenses 37,165 41,622
Current debt 187,871
Finance lease liabilities, current 617 2,328
Operating lease liabilities, current 26,988 25,155
Other current liabilities 38,442 29,307
Total current liabilities 300,885 104,456
Long-term debt 149,874 337,614
Operating lease liabilities, non-current 36,615 39,561
Other long-term liabilities 4,848 4,478
Total liabilities 492,222 486,109
Stockholders’ equity:
Common stock 3 3
Additional paid-in capital 1,989,108 1,958,157
Accumulated other comprehensive loss (130) (100)
Accumulated deficit (1,031,958) (992,810)
Total stockholders’ equity 957,023 965,250
Total liabilities and stockholders’ equity $ 1,449,245 $ 1,451,359

Condensed Consolidated Statements of Cash Flows

(in thousands, unaudited)

Three months ended<br>March 31,
2025 2024
Cash flows from operating activities:
Net loss $ (39,148) $ (43,427)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation expense 15,167 13,277
Amortization of intangible assets 4,900 4,899
Non-cash lease expense 5,655 5,556
Amortization of debt discount and issuance costs 217 354
Amortization of deferred contract costs 4,850 4,573
Stock-based compensation 25,582 31,821
Deferred income taxes 422 228
Provision for credit losses 946 953
Loss on disposals of property and equipment 399
Amortization of discounts on investments (626) (1,158)
Other adjustments 376 (259)
Changes in operating assets and liabilities:
Accounts receivable (3,993) 12,028
Prepaid expenses and other current assets 2,216 (2,700)
Other assets (2,095) (1,814)
Accounts payable 2,575 101
Accrued expenses (3,383) (8,760)
Operating lease liabilities (5,556) (7,606)
Other liabilities 9,183 2,667
Net cash provided by operating activities 17,288 11,132
Cash flows from investing activities:
Purchases of marketable securities (179,486) (56,948)
Maturities of marketable securities 7,969 99,080
Purchases of property and equipment (2,605) (1,603)
Capitalized internal-use software (4,763) (6,845)
Net cash provided by (used in) investing activities (178,885) 33,684
Cash flows from financing activities:
Repayments of finance lease liabilities (1,711) (4,872)
Proceeds from exercise of vested stock options 408 111
Proceeds from employee stock purchase plan 2,131 2,881
Net cash provided by (used in) financing activities 828 (1,880)
Effects of exchange rate changes on cash, cash equivalents, and restricted cash 78 (48)
Net increase (decrease) in cash, cash equivalents, and restricted cash (160,691) 42,888
Cash, cash equivalents, and restricted cash at beginning of period 286,175 108,071
Cash, cash equivalents, and restricted cash at end of period 125,484 150,959
Reconciliation of cash, cash equivalents, and restricted cash as shown in the statements of cash flows:
Cash and cash equivalents 125,484 150,809
Restricted cash, current 150
Total cash, cash equivalents, and restricted cash $ 125,484 $ 150,959

Free Cash Flow

(in thousands, unaudited)

Three months ended<br>March 31,
2025 2024
Net cash provided by operating activities $ 17,288 $ 11,132
Capital expenditures(1) (9,079) (13,320)
Free Cash Flow $ 8,209 $ (2,188)

__________

(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. Our capital expenditures exclude deployment of $3.5 million in prepaid capital equipment for the three months ended March 31, 2025 as reflected in the supplemental disclosure of our statement of cash flows.

Contacts

Investor Contact

Vernon Essi, Jr.

ir@fastly.com

Media Contact

Spring Harris

press@fastly.com

Source: Fastly, Inc.

Document

fastlylogo-redxjpega.jpg                                                  Exhibit 99.2

First Quarter 2025 Investor Supplement

Product Innovation and Developments

•Released Fastly Client-Side Protection to GA, providing real-time monitoring and protection against unauthorized modifications to client-side scripts, and helping businesses secure sensitive customer data and maintain PCI-DSS compliance.

•Updated Fastly Bot Management with Dynamic Challenges, Advanced Client-Side Detection, and Compromised Credential Checking capabilities. These updates give customers the option to stop relying on CAPTCHAs while helping prevent fraud, protect customer accounts, and minimize disruptions to legitimate logins and transactions.

•Released Fastly HTTP Cache API to GA. As a fully integrated API, developers can make changes to the cache properties of an object, adjust headers like Cache-Control, and more, all within an HTTP flow.

•Added Custom and Media Shield dashboards to Observability.

Customer Highlights

•Product package deals in the first quarter more than doubled year-over-year, and new logo packages grew over 80% year-over-year, representing approximately one-third of the total package deals.

•Volaris, a leading ultra-low-cost airline operating in Mexico, the United States, and Central and South America, selected Fastly's Network Services, Security, Enterprise Support, and Implementation Services.

•A leading software company's professional network selected Fastly's Network Services and Enterprise Support offerings.

•A home furnishings manufacturer and retailer selected Fastly’s Network Services, Next-Gen WAF, and Compute offerings.

•A leading news and magazine publisher selected Fastly for its Security offerings.

Calculations of Key and Other Selected Metrics – Quarterly (unaudited)
Q2 2023 Q3 2023 Q4 2023 Q1 2024 Q2 2024 Q3 2024 Q4 2024 Q1 2025
Revenue by Product (in millions):
Network Services Revenue $ 98.5 $ 102.5 $ 109.8 $ 106.0 $ 104.2 $ 107.4 $ 110.1 $ 113.3
Security Revenue $ 22.5 $ 23.3 $ 25.8 $ 24.6 $ 25.4 $ 26.2 $ 26.9 $ 26.4
Other Revenue $ 1.8 $ 1.9 $ 2.2 $ 2.9 $ 2.8 $ 3.6 $ 3.6 $ 4.8
Total Revenue $ 122.8 $ 127.8 $ 137.8 $ 133.5 $ 132.4 $ 137.2 $ 140.6 $ 144.5
Key Metrics:
Enterprise Customer Count(1) 551 547 578 577 601 576 596 595
Enterprise Customer Revenue % 92 % 92 % 92 % 91 % 91 % 92 % 93 % 93 %
Total Customer Count(1) 3,072 3,102 3,243 3,290 3,295 3,638 3,061 3,035
Top Ten Customer Revenue % 37 % 40 % 40 % 38 % 34 % 33 % 32 % 33 %
LTM Net Retention Rate (NRR)(2) 116 % 114 % 113 % 114 % 110 % 105 % 102 % 100 %
Annual Revenue Retention Rate (ARR)(7) % % 99.2 % % % % 99.0 % %
Remaining Performance Obligation (RPO)(3) $ 230.9 $ 247.6 $ 235.7 $ 227.0 $ 223.1 $ 235.4 $ 244.4 $ 303.0

Corporate Highlights

•Fastly’s Next-Gen WAF was named a Strong Performer in The Forrester Wave™: Web Application Firewall Solutions, Q1 2025.

•Fastly research revealed 93% of organizations are working to reduce CISO liability risk.

Key Financial & Metrics Highlights

•Total revenue of $144.5 million, representing 8% year-over-year growth.

•Generated $8.2 million of positive free cash flow compared to $2.2 million of negative free cash flow in the first quarter of 2024.

•Enterprise customer count1 was 595 in the first quarter, up 18 from the first quarter of 2024. Total customer count1 was 3,035 in the first quarter, down 255 from the first quarter of 2024.

•Fastly's top ten customers accounted for 33% of revenue in the first quarter compared to 38% in the first quarter of 2024. Revenue from the top ten customers declined 6% 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)2 decreased to 100% in the first quarter from 102% in the fourth quarter of 2024.

•Remaining Performance Obligations (RPO)3 were $303 million, up 24% from $244 million in the fourth quarter of 2024.

Second Quarter and Full Year 2025 Guidance

Q2 2025 Full Year 2025
Total Revenue (millions) $143.0 - $147.0 $585.0 - $595.0
Non-GAAP Operating Loss (millions)(4) ($8.0) - ($4.0) ($12.0) - ($6.0)
Non-GAAP Net Loss per share(5)(6) ($0.08) - ($0.04) ($0.13) - ($0.07)

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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 145.8 million in Q2 2025 and 146.7 million for the full year 2025.

6.Non-GAAP Net Loss per share is calculated as Non-GAAP Net 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.

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Forward-Looking Statements

This investor supplement contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended, about us and our industry that involve substantial risks and uncertainties. Forward-looking statements generally relate to future events or Fastly's future financial or operating performance. In some cases, you can identify forward-looking statements because they contain words such as "may," "will," "should," "expects," "plans," "anticipates,” “going to,” "could," "intends," "target," "projects," "contemplates," "believes," "estimates," "predicts," "potential," "continue," “would,” or the negative of these words or other similar terms or expressions that concern Fastly's expectations, goals, strategy, priorities, plans, projections, or intentions. Forward-looking statements in this investor supplement include, but are not limited to, statements regarding Fastly’s future financial and operating performance, including its outlook and guidance; the performance of our existing and new products and product enhancements; the capabilities of Fastly Client-Side Protection, Fastly Bot Management, Fastly HTTP Cache API, Custom and Media Shield Dashboards in Observability, and Fastly Next-Gen WAF; expectations regarding customer experiences with Fastly Client-Side Protection, Fastly Bot Management, and Fastly HTTP Cache API; and Fastly's strategies, product, and business plans. Fastly's expectations and beliefs regarding these matters may not materialize, and actual results in future periods are subject to risks and uncertainties that could cause actual results to differ materially from those projected. These risks include the possibility that: Fastly is unable to attract and retain customers; Fastly's existing customers and partners do not maintain or increase usage of Fastly's platform; Fastly's platform and product features do not meet expectations, including due to defects, interruptions, security breaches, delays in performance or other similar problems; Fastly is unable to adapt to meet evolving market and customer demands and rapid technological change; Fastly is unable to comply with modified or new industry standards, laws and regulations; Fastly is unable to generate sufficient revenues to achieve or sustain profitability; Fastly’s limited operating history makes it difficult to evaluate its prospects and future operating results; Fastly is unable to effectively manage its growth; and Fastly is unable to compete effectively. The forward-looking statements contained in this investor supplement are also subject to other risks and uncertainties, 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 our Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, and other filings and reports that Fastly may file from time to time with the SEC. The forward-looking statements in this investor supplement are based on information available to Fastly as of the date hereof, and Fastly disclaims any obligation to update any forward-looking statements, except as required by law.

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.

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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.

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.

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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.

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Consolidated Statements of Operations – Quarterly

(unaudited, in thousands, except per share amounts)

Q2 2023 Q3 2023 Q4 2023 Q1 2024 Q2 2024 Q3 2024 Q4 2024 Q1 2025
Revenue $ 122,831 $ 127,816 $ 137,777 $ 133,520 $ 132,371 $ 137,206 $ 140,579 $ 144,474
Cost of revenue(1) 58,617 61,730 62,003 60,286 59,470 62,466 65,516 67,676
Gross profit 64,214 66,086 75,774 73,234 72,901 74,740 75,063 76,798
Operating expenses:
Research and development(1) 37,421 39,068 38,270 38,248 35,106 31,884 32,742 37,429
Sales and marketing(1) 47,797 51,043 48,662 49,607 52,959 45,994 50,050 49,313
General and administrative (1) 28,823 30,001 31,426 31,639 28,433 27,173 26,154 28,235
Impairment expense 4,316 3,137 559 448
Restructuring charges 9,720
Total operating expenses 114,041 124,428 118,358 119,494 119,635 115,330 109,394 114,977
Loss from operations (49,827) (58,342) (42,584) (46,260) (46,734) (40,590) (34,331) (38,179)
Net gain on extinguishment of debt 36,760 15,656 1,365
Interest income 4,508 4,908 4,584 3,848 3,937 3,819 3,267 2,975
Interest expense (1,232) (862) (744) (579) (464) (473) (1,231) (3,173)
Other income (expense), net (803) (16) (763) (89) 193 (317) (815) (80)
Loss before income tax expense (benefit) (10,594) (54,312) (23,851) (43,080) (43,068) (37,561) (31,745) (38,457)
Income tax expense (benefit) 110 (1) (465) 347 661 455 1,141 691
Net loss $ (10,704) $ (54,311) $ (23,386) $ (43,427) $ (43,729) $ (38,016) $ (32,886) $ (39,148)
Net loss per share attributable to common stockholders, basic and diluted $ (0.08) $ (0.42) $ (0.18) $ (0.32) $ (0.32) $ (0.27) $ (0.23) $ (0.27)
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted 127,863 129,873 131,843 134,587 137,444 139,237 141,085 143,284

__________

(1)Includes stock-based compensation expense as follows:

Q2 2023 Q3 2023 Q4 2023 Q1 2024 Q2 2024 Q3 2024 Q4 2024 Q1 2025
Cost of revenue $ 2,837 $ 2,860 $ 3,278 $ 2,779 $ 2,044 $ 1,911 $ 1,910 $ 1,939
Research and development 12,205 12,122 12,019 10,323 7,983 7,378 7,922 8,893
Sales and marketing 9,877 9,061 8,060 7,843 7,058 7,113 7,047 6,693
General and administrative 12,073 11,670 12,090 10,876 9,063 8,614 8,066 8,057
Total $ 36,992 $ 35,713 $ 35,447 $ 31,821 $ 26,148 $ 25,016 $ 24,945 $ 25,582

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Reconciliation of GAAP to Non-GAAP Financial Measures - Quarterly

(unaudited, in thousands, except per share amounts)

Q2 2023 Q3 2023 Q4 2023 Q1 2024 Q2 2024 Q3 2024 Q4 2024 Q1 2025
Gross Profit
GAAP gross Profit $ 64,214 $ 66,086 $ 75,774 $ 73,234 $ 72,901 $ 74,740 $ 75,063 $ 76,798
Stock-based compensation 2,837 2,860 3,278 2,779 2,044 1,911 1,910 1,939
Amortization of capitalized stock-based compensation - Cost of revenue(1) 840 1,013 1,022 1,155 1,184 1,338 1,371 1,641
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 70,366 72,434 82,549 79,643 78,604 80,464 80,819 82,853
GAAP gross margin 52.3 % 51.7 % 55.0 % 54.8 % 55.1 % 54.5 % 53.4 % 53.2 %
Non-GAAP gross margin 57.3 % 56.7 % 59.9 % 59.6 % 59.4 % 58.6 % 57.5 % 57.3 %
Research and development
GAAP research and development 37,421 39,068 38,270 38,248 35,106 31,884 32,742 37,429
Stock-based compensation (12,205) (10,426) (11,728) (10,323) (7,983) (7,378) (7,922) (8,893)
Executive transition costs (2,406) (385)
Non-GAAP research and development 25,216 26,236 26,157 27,925 27,123 24,506 24,820 28,536
Sales and marketing
GAAP sales and marketing 47,797 51,043 48,662 49,607 52,959 45,994 50,050 49,313
Stock-based compensation (9,877) (9,061) (8,060) (7,843) (7,058) (7,113) (7,047) (6,693)
Amortization of acquired intangible assets (2,575) (2,576) (2,300) (2,300) (2,301) (2,300) (2,299) (2,301)
Non-GAAP sales and marketing 35,345 39,406 38,302 39,464 43,600 36,581 40,704 40,319
General and administrative
GAAP general and administrative 28,823 30,001 31,426 31,639 28,433 27,173 26,154 28,235
Stock-based compensation (12,073) (11,670) (12,090) (10,876) (9,063) (8,614) (8,066) (8,057)
Executive transition costs (335)
Non-GAAP general and administrative 16,750 18,331 19,336 20,763 19,370 18,559 18,088 19,843
Operating loss
GAAP operating loss (49,827) (58,342) (42,584) (46,260) (46,734) (40,590) (34,331) (38,179)
Stock-based compensation 36,992 34,017 35,156 31,821 26,148 25,016 24,945 25,582
Amortization of capitalized stock-based compensation - Cost of revenue(1) 840 1,013 1,022 1,155 1,184 1,338 1,371 1,641
Restructuring charges 9,720
Executive transition costs 2,406 385 335
Amortization of acquired intangible assets 5,050 5,051 4,775 4,775 4,776 4,775 4,774 4,776
Impairment expense 4,316 3,137 559 448
Non-GAAP operating income (loss) (6,945) (11,539) (1,246) (8,509) (11,489) 818 (2,793) (5,845)
Net loss
GAAP net loss (10,704) (54,311) (23,386) (43,427) (43,729) (38,016) (32,886) (39,148)
Stock-based compensation 36,992 34,017 35,156 31,821 26,148 25,016 24,945 25,582
Amortization of capitalized stock-based compensation - Cost of revenue(1) 840 1,013 1,022 1,155 1,184 1,338 1,371 1,641
Restructuring charges 9,720
Executive transition costs 2,406 385 335
Amortization of acquired intangible assets 5,050 5,051 4,775 4,775 4,776 4,775 4,774 4,776
Net gain on extinguishment of debt (36,760) (15,656) (1,365)
Impairment expense 4,316 3,137 559 448
Amortization of debt issuance costs 803 502 456 354 349 358 318 217
Non-GAAP net income (loss) $ (3,779) $ (7,006) $ 2,752 $ (5,322) $ (8,135) $ 3,750 $ (2,395) $ (6,597)
GAAP net loss per common share — basic and diluted $ (0.08) $ (0.42) $ (0.18) $ (0.32) $ (0.32) $ (0.27) $ (0.23) $ (0.27)
Non-GAAP net income (loss) per common share — basic and diluted $ (0.03) $ (0.05) $ 0.02 $ (0.04) $ (0.06) $ 0.03 $ (0.02) $ (0.05)
Weighted average basic common shares 127,863 129,873 131,843 134,587 137,444 139,237 141,085 143,284
Weighted average diluted common shares 127,863 129,873 141,162 134,587 137,444 143,415 141,085 143,284

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(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)

Q2 2023 Q3 2023 Q4 2023 Q1 2024 Q2 2024 Q3 2024 Q4 2024 Q1 2025
Reconciliation of GAAP to Non-GAAP diluted shares:
GAAP diluted shares 127,863 129,873 131,843 134,587 137,444 139,237 141,085 143,284
Other dilutive equity awards 9,319 4,178
Non-GAAP diluted shares 127,863 129,873 141,162 134,587 137,444 143,415 141,085 143,284
Non-GAAP diluted net income (loss) per share (0.03) (0.05) 0.02 (0.04) (0.06) 0.03 (0.02) (0.05)
Q2 2023 Q3 2023 Q4 2023 Q1 2024 Q2 2024 Q3 2024 Q4 2024 Q1 2025
--- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
Adjusted EBITDA
GAAP net loss $ (10,704) $ (54,311) $ (23,386) $ (43,427) $ (43,729) $ (38,016) $ (32,886) $ (39,148)
Stock-based compensation 36,992 34,017 35,156 31,821 26,148 25,016 24,945 25,582
Amortization of capitalized stock-based compensation - Cost of revenue(1) 840 1,013 1,022 1,155 1,184 1,338 1,371 1,641
Executive transition costs 2,406 385 335
Depreciation and other amortization 13,030 13,202 13,727 13,400 13,443 13,781 13,911 13,650
Amortization of acquired intangible assets 5,050 5,051 4,775 4,775 4,776 4,775 4,774 4,776
Amortization of debt discount and issuance costs 803 502 456 354 349 358 318 217
Restructuring charges 9,720
Net gain on extinguishment of debt (36,760) (15,656) (1,365)
Impairment expense 4,316 3,137 559 448
Interest income (4,508) (4,908) (4,584) (3,848) (3,937) (3,819) (3,267) (2,975)
Interest expense 429 360 288 225 115 115 913 2,956
Other (income) expense, net 803 16 763 89 (193) 317 815 80
Income tax (benefit) expense 110 (1) (465) 347 661 455 1,141 691
Adjusted EBITDA $ 6,085 $ 1,663 $ 12,481 $ 4,891 $ 1,954 $ 14,599 $ 11,118 $ 7,805

(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.

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Non-GAAP Consolidated Statements of Operations - Quarterly

(unaudited, in thousands, except per share amounts)

Q2 2023 Q3 2023 Q4 2023 Q1 2024 Q2 2024 Q3 2024 Q4 2024 Q1 2025
Revenue $ 122,831 $ 127,816 $ 137,777 $ 133,520 $ 132,371 $ 137,206 $ 140,579 $ 144,474
Cost of revenue(1)(2)(3) 52,465 55,382 55,228 53,877 53,767 56,742 59,760 61,621
Gross profit(1)(2) 70,366 72,434 82,549 79,643 78,604 80,464 80,819 82,853
Operating expenses:
Research and development(1)(4) 25,216 26,236 26,157 27,925 27,123 24,506 24,820 28,536
Sales and marketing(1)(3) 35,345 39,406 38,302 39,464 43,600 36,581 40,704 40,319
General and administrative (1) 16,750 18,331 19,336 20,763 19,370 18,559 18,088 19,843
Total operating expenses(1)(2)(3)(4)(5)(6) 77,311 83,973 83,795 88,152 90,093 79,646 83,612 88,698
Income (loss) from operations(1)(2)(3)(4)(5) (6,945) (11,539) (1,246) (8,509) (11,489) 818 (2,793) (5,845)
Interest income 4,508 4,908 4,584 3,848 3,937 3,819 3,267 2,975
Interest expense(7) (429) (360) (288) (225) (115) (115) (913) (2,956)
Other income (expense), net (803) (16) (763) (89) 193 (317) (815) (80)
Income (loss) before income tax expense (benefit)(1)(2)(3)(4)(5)(6)(7)(8) (3,669) (7,007) 2,287 (4,975) (7,474) 4,205 (1,254) (5,906)
Income tax expense (benefit) 110 (1) (465) 347 661 455 1,141 691
Net income (loss)(1)(2)(3)(4)(5)(6)(7)(8) $ (3,779) $ (7,006) $ 2,752 $ (5,322) $ (8,135) $ 3,750 $ (2,395) $ (6,597)
Net income (loss) per share attributable to common stockholders, basic and diluted $ (0.03) $ (0.05) $ 0.02 $ (0.04) $ (0.06) $ 0.03 $ (0.02) $ (0.05)
Weighted-average shares used in computing net income (loss) per share attributable to common stockholders, basic 127,863 129,873 131,843 134,587 137,444 139,237 141,085 143,284
Weighted-average shares used in computing net income (loss) per share attributable to common stockholders, diluted 127,863 129,873 141,162 134,587 137,444 143,415 141,085 143,284

(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 impairment expense. See GAAP to Non-GAAP reconciliations.

(6)Excludes restructuring charges. See GAAP to Non-GAAP reconciliations.

(7)Excludes amortization of debt discount and issuance costs. See GAAP to Non-GAAP reconciliations.

(8)Excludes net gain on extinguishment of debt. See GAAP to Non-GAAP reconciliations.

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Consolidated Balance Sheets - Quarterly

(unaudited, in thousands)

Q2 2023 Q3 2023 Q4 2023 Q1 2024 Q2 2024 Q3 2024 Q4 2024 Q1 2025
Assets
Current assets:
Cash and cash equivalents $ 273,742 $ 270,300 $ 107,921 $ 150,809 $ 147,196 $ 217,514 $ 286,175 $ 125,484
Marketable securities 123,605 158,055 214,799 178,677 164,569 90,733 9,707 181,808
Accounts receivable, net 78,295 98,622 120,498 107,517 113,878 116,800 115,988 119,035
Prepaid expenses and other current assets 29,500 24,481 20,455 23,207 25,312 28,011 28,325 26,243
Total current assets 505,142 551,458 463,673 460,210 450,955 453,058 440,195 452,570
Property and equipment, net 179,045 171,914 176,608 177,574 177,058 180,288 179,097 177,876
Operating lease right-of-use assets, net 56,733 52,927 55,212 54,420 52,451 47,700 50,433 48,802
Goodwill 670,356 670,356 670,356 670,356 670,356 670,356 670,356 670,356
Intangible assets, net 72,550 67,375 62,475 57,576 52,676 47,776 42,876 37,976
Marketable securities, non-current 78,042 32,280 6,088 1,743
Other assets 95,550 94,353 90,779 84,044 79,176 72,576 68,402 61,665
Total assets $ 1,657,418 $ 1,640,663 $ 1,525,191 $ 1,505,923 $ 1,482,672 $ 1,471,754 $ 1,451,359 $ 1,449,245
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable $ 5,561 $ 5,723 $ 5,611 $ 5,485 $ 5,532 $ 11,354 $ 6,044 $ 9,802
Accrued expenses 47,001 56,595 61,818 35,555 34,445 40,854 41,622 37,165
Current debt 187,871
Finance lease liabilities 22,233 19,250 15,684 11,974 8,178 4,882 2,328 617
Operating lease liabilities 20,575 21,533 24,042 22,580 25,399 23,857 25,155 26,988
Other current liabilities 36,234 40,234 40,539 44,633 35,748 33,261 29,307 38,442
Total current liabilities 131,604 143,335 147,694 120,227 109,302 114,208 104,456 300,885
Long-term debt 472,369 472,823 343,507 343,837 344,167 344,498 337,614 149,874
Finance lease liabilities, noncurrent 7,026 3,860 1,602 440
Operating lease liabilities, noncurrent 51,448 47,775 48,484 46,857 44,634 40,565 39,561 36,615
Other long-term liabilities 7,217 4,298 4,416 2,756 3,382 3,029 4,478 4,848
Total liabilities 669,664 672,091 545,703 514,117 501,485 502,300 486,109 492,222
Stockholders’ equity:
Common stock 2 2 3 3 3 3 3 3
Additional paid-in capital 1,747,959 1,781,870 1,815,245 1,870,503 1,903,374 1,929,397 1,958,157 1,989,108
Accumulated other comprehensive loss (3,152) (1,934) (1,008) (521) (282) (22) (100) (130)
Accumulated deficit (757,055) (811,366) (834,752) (878,179) (921,908) (959,924) (992,810) (1,031,958)
Total stockholders’ equity 987,754 968,572 979,488 991,806 981,187 969,454 965,250 957,023
Total liabilities and stockholders’ equity $ 1,657,418 $ 1,640,663 $ 1,525,191 $ 1,505,923 $ 1,482,672 $ 1,471,754 $ 1,451,359 $ 1,449,245

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Consolidated Statements of Cash Flows – Quarterly

(unaudited, in thousands)

Q2 2023 Q3 2023 Q4 2023 Q1 2024 Q2 2024 Q3 2024 Q4 2024 Q1 2025
Cash flows from operating activities:
Net loss $ (10,704) $ (54,311) $ (23,386) $ (43,427) $ (43,729) $ (38,016) $ (32,886) $ (39,148)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation expense 12,920 13,055 13,587 13,277 13,318 13,656 13,786 15,167
Amortization of intangible assets 5,175 5,175 4,899 4,899 4,900 4,900 4,900 4,900
Non-cash lease expense 5,648 5,464 5,451 5,556 5,800 5,463 5,655 5,655
Amortization of debt discount and issuance costs 803 501 456 354 349 358 316 217
Amortization of deferred contract costs 3,746 4,082 4,295 4,573 4,531 4,773 4,746 4,850
Stock-based compensation 36,992 35,713 35,447 31,821 26,148 25,016 24,945 25,582
Deferred income taxes (900) 228 333 339 893 422
Provision for credit losses 567 211 714 953 393 1,054 1,434 946
(Gain) loss on disposals of property and equipment 296 (42) 399 45 96
Amortization of premiums (discounts) on investments 298 (403) (990) (1,158) (1,244) (1,064) (507) (626)
Impairment of operating lease right-of-use assets 187 401 156 371
Impairment expense 4,316 3,137 559 448
Net gain on extinguishment of debt (36,760) (15,656) (1,365)
Other adjustments (85) 71 905 (259) (178) 520 (897) 376
Changes in operating assets and liabilities:
Accounts receivable 6,482 (20,538) (22,590) 12,028 (6,754) (3,976) (622) (3,993)
Prepaid expenses and other current assets 217 5,019 4,107 (2,700) (2,131) (2,589) (207) 2,216
Other assets (4,771) (4,286) (6,868) (1,814) (3,210) (2,705) (4,140) (2,095)
Accounts payable 1,119 314 (876) 101 (341) 4,754 (3,903) 2,575
Accrued expenses 234 340 (1,603) (8,760) 1,911 2,707 1,220 (3,383)
Operating lease liabilities (6,682) (4,505) (5,137) (7,606) (4,406) (7,329) (7,200) (5,556)
Other liabilities 9,308 1,033 612 2,667 (3,820) (3,789) (1,492) 9,183
Net cash provided by (used in) operating activities 24,990 (8,390) (7,377) 11,132 (4,948) 5,002 5,220 17,288
Cash flows from investing activities:
Purchases of marketable securities (73,091) (59,142) (56,948) (60,249) (37,902) (179,486)
Sales of marketable securities 774 1 24,850
Maturities of marketable securities 114,884 86,030 5,642 99,080 77,597 113,032 81,480 7,969
Advance payment for purchase of property and equipment (790)
Purchases of property and equipment (4,464) (325) (2,693) (1,603) (1,762) (1,996) (4,969) (2,605)
Proceeds from sale of property and equipment 14 13 24
Capitalized internal-use software (6,230) (4,951) (5,902) (6,845) (6,829) (6,818) (5,602) (4,763)
Net cash provided by (used in) investing activities 104,978 7,677 (37,245) 33,684 7,991 66,316 70,909 (178,885)
Cash flows from financing activities:
Payments of debt issuance costs (5,729)
Cash paid for debt extinguishment (196,934) (113,606)
Repayments of finance lease liabilities (6,557) (6,041) (5,932) (4,872) (4,236) (3,296) (2,554) (1,711)
Payment of deferred consideration for business acquisitions (4,393) (3,771)
Proceeds from exercise of vested stock options 535 1,137 161 111 180 19 805 408
Proceeds from employee stock purchase plan 2,191 2,222 1,550 2,881 1,034 2,168 161 2,131
Net cash provided by (used in) financing activities (205,158) (2,682) (117,827) (1,880) (6,793) (1,109) (7,317) 828
Effects of exchange rate changes on cash, cash equivalents, and restricted cash 469 (47) 70 (48) (13) 109 (151) 78
Net increase (decrease) in cash, cash equivalents, and restricted cash (74,721) (3,442) (162,379) 42,888 (3,763) 70,318 68,661 (160,691)
Cash, cash equivalents, and restricted cash at beginning of period 348,613 273,892 270,450 108,071 150,959 147,196 217,514 286,175
Cash, cash equivalents, and restricted cash at end of period $ 273,892 $ 270,450 $ 108,071 $ 150,959 $ 147,196 $ 217,514 $ 286,175 $ 125,484

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Free Cash Flow

(in thousands, unaudited)

Q2 2023 Q3 2023 Q4 2023 Q1 2024 Q2 2024 Q3 2024 Q4 2024 Q1 2025
Net cash provided by (used in) operating activities $ 24,990 $ (8,390) $ (7,377) $ 11,132 $ (4,948) $ 5,002 $ 5,220 $ 17,288
Capital expenditures(1):
Purchases of property and equipment (4,464) (325) (2,693) (1,603) (1,762) (1,996) (4,969) (2,605)
Proceeds from sale of property and equipment 14 13 24
Capitalized internal-use software (6,230) (4,951) (5,902) (6,845) (6,829) (6,818) (5,602) (4,763)
Repayments of finance lease liabilities (6,557) (6,041) (5,932) (4,872) (4,236) (3,296) (2,554) (1,711)
Advance payment for purchase of property and equipment(2) (790)
Free Cash Flow $ 7,753 $ (19,694) $ (21,904) $ (2,188) $ (18,541) $ (7,108) $ (7,905) $ 8,209

__________

(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 three months ended March 31, 2025, we received $3.5 million of capital equipment that was prepaid prior to the current quarter, as reflected in the supplemental disclosure of our statement of cash flows.