---
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"
generated_at: "2026-05-16T13:47:24.638949+00:00"
event_type: "debt"
sentiment: "neutral"
materiality_score: 0.75
calibrated_materiality_score: 0.75
confidence: "high"
source: SEC EDGAR
---

# Fastly issues $160M 0% convertible notes due 2030; repurchases $150M of 2026 notes

## Summary
- 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.

## SEC filing metadata
- 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
- event_type: debt
- sentiment: neutral
- materiality_score: 0.75
- calibrated_materiality_score: 0.75
- confidence: high
- sec_items: 1.01, 2.03, 3.02, 8.01, 9.01
- 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

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001517413-25-000343
- JSON: https://secwatch.observer/filing/0001517413-25-000343.json
- Plain text: https://secwatch.observer/filing/0001517413-25-000343.txt

## Key facts
- Debt Financings
  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
  source text: issued $160,000,000 aggregate principal amount of its 0% Convertible Senior Notes due 2030
  evidence_url: https://www.sec.gov/Archives/edgar/data/1517413/000151741325000343/0001517413-25-000343-index.htm
- Equity Issuances
  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
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1517413/000151741325000343/0001517413-25-000343-index.htm
- Material Agreements
  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
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1517413/000151741325000343/0001517413-25-000343-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.