As filed with the U.S. Securities and Exchange Commission on February 25, 2025
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Fastly, Inc.
(Exact name of Registrant as specified in its charter)
| Delaware | 27-5411834 | |||||||
(State or other jurisdiction of Incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||
475 Brannan Street, Suite 300
San Francisco, CA 94107
(844) 432-7859
(Address of principal executive offices) (Zip code)
Fastly, Inc. 2019 Equity Incentive Plan
Fastly, Inc. 2019 Employee Stock Purchase Plan
(Full titles of the plans)
Karen Greenstein
General Counsel
Fastly, Inc.
475 Brannan Street, Suite 300, San Francisco, CA 94107
(844) 432-7859
(Name and address of agent for service) (Telephone number, including area code, of agent for service)
Copies to:
Seth Gottlieb Latham & Watkins LLP 140 Scott Drive Menlo Park, California 94025 (650) 328-4600 | |||||
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,”
“accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☒ | Accelerated filer | ☐ | |||||||||||||||||
| Non-accelerated filer | ☐ | Smaller reporting company | ☐ | |||||||||||||||||
| 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 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY NOTE
2019 Equity Incentive Plan
The 2019 Equity Incentive Plan (the “2019 Plan”) of Fastly, Inc. (the “Registrant”) provides that the total number of shares reserved for issuance under the 2019 Plan will automatically increase on January 1st of each calendar year, from January 1, 2020 to January 1, 2029, in an amount equal to 5% of the total number of shares of the Registrant’s capital stock outstanding on the last day of the preceding year, or a lesser number of shares determined by the Registrant’s Board of Directors. Accordingly, on January 1, 2025, the number of shares of the Registrant’s Class A common stock (“Class A Common Stock”) that may be issued under the 2019 Plan increased by 7,104,306 shares (or 5% of the outstanding shares of the Registrant’s Capital Stock (as defined in the 2019 Plan) as of December 31, 2024).
2019 Employee Stock Purchase Plan
The 2019 Employee Stock Purchase Plan (the “2019 ESPP”) of the Registrant provides that the total number of shares reserved for issuance under the 2019 ESPP will automatically increase on January 1st of each calendar year, from January 1, 2020 to January 1, 2029, by the lesser of (i) one percent (1%) of the total number of shares of Capital Stock (as defined in the 2019 ESPP) outstanding on the last day of the immediately preceding calendar year, and (ii) 2,500,000 shares of Class A Common Stock; provided that prior to the date of any such increase, the Registrant’s Board of Directors may determine that such increase will be less than the amount set forth in clauses (i) and (ii). Accordingly, on January 1, 2025, the number of shares of Class A Common Stock reserved under the 2019 ESPP increased by 1,420,861 shares (or 1% of the outstanding shares of the Registrant’s capital stock as of December 31, 2024).
These additional shares of Class A Common Stock are securities of the same class as other securities for which the Registration Statements on Form S-8 were filed with the Securities and Exchange Commission (the “Commission”) on May 17, 2019 (File No. 333-231558), on April 13, 2020 (File No. 333-237655), on October 15, 2020 (File No. 333-249504), on March 1, 2021 (File No. 333-253745), on March 2, 2022 (File No. 333-263191), on February 27, 2023 (File No. 333-270026), and on February 22, 2024 (File No. 333-277238) (together, the “Prior Forms S-8”).
This Registration Statement relates to securities of the same class as that to which the Prior Forms S-8 relate and is submitted in accordance with General Instruction E to Form S-8. Pursuant to General Instruction E to Form S-8, the contents of the Prior Forms S-8, to the extent relating to the registration of Class A Common Stock issuable under the 2019 Plan and the 2019 ESPP, are incorporated herein by reference and made part of this Registration Statement, except as amended hereby.
PART II
ITEM 8. EXHIBITS
| Incorporated by Reference | ||||||||||||||||||||||||||||||||
| Exhibit Number | Description | Form | SEC File No. | Exhibit | Filing Date | |||||||||||||||||||||||||||
| 4.1 | 8-K | 001-38897 | 3.1 | 05/21/2019 | ||||||||||||||||||||||||||||
| 4.2 | 8-K | 001-38897 | 3.1 | 6/10/2020 | ||||||||||||||||||||||||||||
| 4.3 | 10-Q | 001-38897 | 3.3 | 08/15/2024 | ||||||||||||||||||||||||||||
| 4.4 | 8-K | 001-38897 | 3.1 | 07/13/2021 | ||||||||||||||||||||||||||||
| 4.5 | S-1/A | 333-230953 | 4.1 | 05/06/2019 | ||||||||||||||||||||||||||||
| 4.6 | 8-K | 001-38897 | 4.1 | 03/05/2021 | ||||||||||||||||||||||||||||
| 4.7 | 8-K | 001-38897 | 4.2 | 03/05/2021 | ||||||||||||||||||||||||||||
4.8 | 8-K | 001-38897 | 4.1 | 12/05/2024 | ||||||||||||||||||||||||||||
4.9 | 8-K | 001-38897 | 4.2 | 12/05/2024 | ||||||||||||||||||||||||||||
| 5.1* | — | — | — | — | ||||||||||||||||||||||||||||
| 23.1* | — | — | — | — | ||||||||||||||||||||||||||||
| 23.2* | — | — | — | — | ||||||||||||||||||||||||||||
| 24.1* | — | — | — | — | ||||||||||||||||||||||||||||
| 99.1 | S-1/A | 333-230953 | 10.4 | 05/06/2019 | ||||||||||||||||||||||||||||
| 99.2 | S-1/A | 333-230953 | 10.5 | 05/06/2019 | ||||||||||||||||||||||||||||
| 99.3 | 10-Q | 001-38897 | 10.3 | 08/09/2019 | ||||||||||||||||||||||||||||
| 99.4 | S-1/A | 333-230953 | 10.7 | 05/06/2019 | ||||||||||||||||||||||||||||
| 107* | ||||||||||||||||||||||||||||||||
| * | Filed herewith | ||||
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Francisco, State of California, on this 25th day of February, 2025.
| FASTLY, INC. | ||||||||
| By: | /s/ Todd Nightingale | |||||||
| Todd Nightingale | ||||||||
| Chief Executive Officer | ||||||||
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Todd Nightingale, Ronald W. Kisling and Karen Greenstein, and each of them, as his or her true and lawful attorneys-in-fact and agents, each with the full power of substitution, for him or her and in their name, place or stead, in any and all capacities, to sign any and all amendments to this Registration Statement (including post-effective amendments), and to sign any registration statement for the same offering covered by this Registration Statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or his, her or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature | Title | Date | ||||||||||||
| /s/ Todd Nightingale | Chief Executive Officer and Director (Principal Executive Officer) | February 25, 2025 | ||||||||||||
| Todd Nightingale | ||||||||||||||
| /s/ Ronald W. Kisling | Chief Financial Officer (Principal Financial and Accounting Officer) | February 25, 2025 | ||||||||||||
| Ronald W. Kisling | ||||||||||||||
| /s/ Aida Álvarez | Director | February 25, 2025 | ||||||||||||
| Aida Álvarez | ||||||||||||||
| /s/ Artur Bergman | Director | February 25, 2025 | ||||||||||||
| Artur Bergman | ||||||||||||||
| /s/ Richard Daniels | Director | February 25, 2025 | ||||||||||||
| Richard Daniels | ||||||||||||||
| /s/ David Hornik | Director | February 25, 2025 | ||||||||||||
| David Hornik | ||||||||||||||
| /s/ Paula Loop | Director | February 25, 2025 | ||||||||||||
| Paula Loop | ||||||||||||||
| /s/ Charles Meyers | Director | February 25, 2025 | ||||||||||||
| Charles Meyers | ||||||||||||||
| /s/ Christopher B. Paisley | Director | February 25, 2025 | ||||||||||||
| Christopher B. Paisley | ||||||||||||||
| /s/ Vanessa Smith | Director | February 25, 2025 | ||||||||||||
| Vanessa Smith | ||||||||||||||