{"schema_version":"secwatch.filing_event.v1","accession":"0001517413-25-000343","form_type":"8-K","ticker":"FSLY","cik":"0001517413","company_name":"Fastly, Inc.","filed_at":"2025-12-09T23:59:59+00:00","discovered_at":"2026-05-14T18:02:39.610480+00:00","generated_at":"2026-05-16T13:47:24.638949+00:00","sec_items":["1.01","2.03","3.02","8.01","9.01"],"event_type":"debt","sentiment":"neutral","materiality_score":0.75,"calibrated_materiality_score":0.75,"confidence":"high","headline":"Fastly issues $160M 0% convertible notes due 2030; repurchases $150M of 2026 notes","bullets":["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."],"urls":{"canonical":"https://secwatch.observer/filing/0001517413-25-000343","json":"https://secwatch.observer/filing/0001517413-25-000343.json","markdown":"https://secwatch.observer/filing/0001517413-25-000343.md","text":"https://secwatch.observer/filing/0001517413-25-000343.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1517413/000151741325000343/0001517413-25-000343-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1517413/000151741325000343/fsly-20251203.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-16T13:47:24.638949+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"24f323b7f627dbaa224acbd4611468a9f161dd78","claim":"Fastly, Inc. incurred convertible notes of $160,000,000 with U.S. Bank Trust Company, National Association at 0% maturing December 15, 2030.","evidence_excerpt":"issued $160,000,000 aggregate principal amount of its 0% Convertible Senior Notes due 2030","evidence_source":"SEC 8-K Item 2.03/2.04","evidence_url":"https://www.sec.gov/Archives/edgar/data/1517413/000151741325000343/0001517413-25-000343-index.htm","confidence":0.9,"family_label":"Debt Financings","details":[{"label":"Instrument","value":"convertible notes"},{"label":"Principal","value":"$160,000,000"},{"label":"Counterparty","value":"U.S. Bank Trust Company, National Association"},{"label":"Rate","value":"0%"},{"label":"Maturity","value":"December 15, 2030"},{"label":"Event","value":"incurrence"}],"fact_type":"debt_financing"},{"claim_id":"182ca6e2beae1f90ba33174ef2eda9b6c824a655","claim":"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.","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 3.02/3.03","evidence_url":"https://www.sec.gov/Archives/edgar/data/1517413/000151741325000343/0001517413-25-000343-index.htm","confidence":0.95,"family_label":"Equity Issuances","details":[{"label":"Security","value":"convertible note"},{"label":"Shares","value":"$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"},{"label":"Purchaser","value":"initial purchasers"},{"label":"Consideration","value":"not disclosed"}],"fact_type":"equity_issuance"},{"claim_id":"8e8db59a2e4d23c8dfae64da7b7249f3e55faadc","claim":"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).","evidence_excerpt":"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 ”).","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1517413/000151741325000343/0001517413-25-000343-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Agreement","value":"notes offering"},{"label":"Counterparty","value":"U.S. Bank Trust Company, National Association, as trustee"},{"label":"Value","value":"$160,000,000 aggregate principal amount"},{"label":"Effective","value":"2025-12-09"}],"fact_type":"material_agreement"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}