Form 4: Fastly CTO Sells 40,000 Shares Under 10b5-1 Plan

Fastly's Chief Technology Officer, Artur Bergman, sold 40,000 shares of Class A Common Stock for $11.43 per share as part of a pre-arranged 10b5-1 trading plan.

Summary

• Artur Bergman, Fastly's Chief Technology Officer and a Director, reported the sale of 40,000 shares of Fastly Class A Common Stock.
• The transaction occurred on November 24, 2025, at a weighted average price of $11.43 per share, with prices ranging from $11.00 to $11.61.
• The sale was executed under a Rule 10b5-1 trading plan adopted by Mr. Bergman on June 3, 2025.
• The shares were sold by the Per Artur Bergman Revocable Trust, which previously received the shares from Mr. Bergman, changing the form of beneficial ownership from direct to indirect.
• Following the transaction, Mr. Bergman directly owns 2,935,730 shares and indirectly owns an additional 4,450,749 shares through various trusts.

Sentiment

Score: 4

Explanation: The sale by a key executive, even under a 10b5-1 plan, can be viewed with slight caution by the market. While planned, it still represents a reduction in insider holdings. The relatively small percentage of total holdings sold mitigates a stronger negative sentiment.

Positives

• The sale was conducted under a pre-arranged Rule 10b5-1 trading plan, indicating a planned transaction rather than an immediate reaction to new information.

Negatives

• An insider sale, even under a 10b5-1 plan, can be perceived as a negative signal regarding management's confidence in the company's near-term stock performance.
• The sale of 40,000 shares represents a significant transaction by a key executive.

Risks

• Potential negative market perception due to an insider sale, which could put downward pressure on the stock price.

Future Outlook

The filing does not contain any forward-looking statements or guidance regarding the company's future performance.

Industry Context

Insider sales are common across all industries for various personal financial planning reasons, including diversification and liquidity. The presence of a 10b5-1 plan suggests a pre-planned transaction, which is a standard practice for executives to manage their equity holdings while complying with insider trading regulations.

Related Party Transactions

• The sale of 40,000 shares was executed by the Per Artur Bergman Revocable Trust, of which the reporting person, Artur Bergman, is settlor, sole trustee, and sole beneficiary. This represents a transaction by an entity closely controlled by the insider.

Stakeholder Impact

• Shareholders: May interpret the insider sale as a slight negative signal, potentially leading to minor downward pressure on the stock price, though the 10b5-1 plan mitigates immediate concerns.

Key Dates

Recommendation

While an insider sale by a CTO could be a minor negative signal, the execution under a pre-arranged 10b5-1 plan suggests a planned diversification or liquidity event rather than a reaction to adverse undisclosed information. The sale represents a relatively small portion of the insider's total holdings. Without additional company-specific news or broader market context, this single transaction alone is unlikely to warrant a 'sell' recommendation, but it doesn't provide a strong 'buy' signal either. A 'hold' recommendation is appropriate, advising investors to monitor future company performance and other market factors.

Keywords

Fastly, FSLY, Artur Bergman, Insider Sale, Form 4, 10b5-1 Plan, Chief Technology Officer, Stock Transaction, Equity Sales