Fastly closes $20M add-on convertible note offering; enters additional capped call transactions

Fastly, Inc.

Initial purchasers exercised option for additional $20.0M of 0% Convertible Senior Notes due 2030; closed Dec 17, 2025.
Net proceeds of ~$19.4M; used ~$2.0M for Additional Capped Call Transactions.
Capped call cover shares underlying Option Notes; cap price initially $23.04/share (100% premium over Dec 4 close).
Up to 15,624,990 shares of Class A common stock issuable upon conversion based on initial rate.

item 1.01 item 8.01 item 2.03 item 3.02

Key facts

Extracted from this filing and checked against the source text.

Equity Issuances SEC 8-K Item 3.02/3.03 confidence 0.9

Fastly, Inc. issued convertible note to Initial Purchasers.

Security: convertible note
Purchaser: Initial Purchasers

Exact text from the filing

The Option Notes (as defined below in Item 8.01) were issued to the Initial Purchasers (as defined below in Item 8.01) 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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Equity Issuances SEC 8-K Item 3.02/3.03 confidence 0.9

Fastly, Inc. issued maximum of 15,624,990 shares of common stock to Initial Purchasers.

Security: common stock
Shares: maximum of 15,624,990 shares
Purchaser: Initial Purchasers

Exact text from the filing

A maximum of 15,624,990 shares of the Company’s Class A Common Stock may be issued upon conversion of the Notes (as defined below in Item 8.01), based on the initial maximum conversion rate of 86.8055 shares of the Company’s Class A Common Stock per $1,000 principal amount of Notes, which is subject to customary anti-dilution adjustment provisions.

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Fastly, Inc. filing history →

Source: SEC EDGAR

accession 0001517413-25-000350

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