Fastly, Inc. (FSLY): debt financing — Fastly issues $160M 0% convertible notes due 2030; repurchases $150M of 2026 notes

Fastly, Inc.

Priced $160M upsized offering of 0% convertible senior notes due 2030; initial conversion price ~$15.26 (32.5% premium over $11.52 close).
Net proceeds ~$153.8M; used $16.1M for capped call transactions (cap price $23.04) and ~$148.9M to repurchase $150M of 2026 notes.
Capped calls cover ~10.5M shares (initial conversion rate 65.5136 per $1,000) to reduce potential dilution on conversion.
Initial purchasers granted 13-day option to buy up to additional $20M aggregate principal of notes.
Refinancing extends maturity from 2026 to 2030; 2026 notes repurchased at ~$0.993 on the dollar.

item 1.01 item 2.03 item 3.02 item 8.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Debt Financings SEC 8-K Item 2.03/2.04 confidence 0.9

Fastly, Inc. incurred convertible notes of $160,000,000 with U.S. Bank Trust Company, National Association at 0% maturing December 15, 2030.

Instrument: convertible notes
Principal: $160,000,000
Counterparty: U.S. Bank Trust Company, National Association
Rate: 0%
Maturity: December 15, 2030
Event: incurrence

Exact text from the filing

issued $160,000,000 aggregate principal amount of its 0% Convertible Senior Notes due 2030

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Equity Issuances SEC 8-K Item 3.02/3.03 confidence 0.95

Fastly, Inc. issued $160,000,000 aggregate principal amount of 0% Convertible Senior Notes due 2030, convertible into shares of Class A Common Stock at initial conversion rate of 6 of convertible note to initial purchasers for not disclosed.

Security: convertible note
Shares: $160,000,000 aggregate principal amount of 0% Convertible Senior Notes due 2030, convertible into shares of Class A Common Stock at initial conversion rate of 6
Purchaser: initial purchasers
Consideration: not disclosed

Exact text from the filing

The disclosure set forth in Item 1.01 above is incorporated by reference into this Item 3.02. The Notes were issued to the initial purchasers in reliance upon Section 4(a)(2) of the Securities Act of 1933, as amended (the “ Securities Act ”), in transactions not involving any public offering.

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Fastly, Inc. entered into Indenture with U.S. Bank Trust Company, National Association, as trustee valued at $160,000,000 aggregate principal amount (effective 2025-12-09).

Action: entry
Agreement: notes offering
Counterparty: U.S. Bank Trust Company, National Association, as trustee
Value: $160,000,000 aggregate principal amount
Effective: 2025-12-09

Exact text from the filing

The Notes were issued pursuant to, and are governed by, an indenture (the “ Indenture ”), dated as of December 9, 2025, between the Company and U.S. Bank Trust Company, National Association, as trustee (the “ Trustee ”).

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103 debt financings filed in the last 30 days. Browse all debt financings →

Fastly, Inc. filing history →

Source: SEC EDGAR

accession 0001517413-25-000343

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