Form 4: Fastly CTO Sells Shares Via 10b5-1 Plan

Fastly's Chief Technology Officer, Artur Bergman, sold 3,222 shares of Class A Common Stock for a weighted average price of $12.51 per share, executed under a pre-arranged 10b5-1 trading plan.

Summary

• Artur Bergman, Fastly's Chief Technology Officer and a Director, sold 3,222 shares of Class A Common Stock.
• The sale occurred on December 2, 2025, at a weighted average price of $12.51 per share, with individual transaction prices ranging from $12.50 to $12.58.
• The transaction was executed by The Per Artur Bergman Revocable Trust, pursuant to a Rule 10b5-1 trading plan adopted on June 3, 2025.
• Following the sale, Bergman directly beneficially owns 2,890,579 shares and indirectly owns an additional 4,449,249 shares through various trusts.

Sentiment

Score: 5

Explanation: The sale of shares by a key executive is typically viewed with slight caution by investors. However, the execution under a pre-arranged 10b5-1 plan mitigates concerns that the sale is based on new, negative material information, making the sentiment more neutral.

Positives

• The sale was conducted under a Rule 10b5-1 trading plan, indicating a pre-scheduled transaction rather than a reaction to recent company news, which can mitigate negative market perception.

Negatives

• An insider sale, even under a 10b5-1 plan, reduces the reporting person's direct stake in the company, which can sometimes be interpreted as a lack of confidence, although this is less pronounced with a pre-scheduled plan.

Risks

• No specific risks are mentioned in this Form 4 filing beyond the general implication of an insider selling shares.

Future Outlook

NA

Industry Context

NA

Related Party Transactions

• The shares were sold by The Per Artur Bergman Revocable Trust, of which the reporting person is settlor, sole trustee, and sole beneficiary.
• Other shares are held by various trusts where the reporting person is an investment advisor or trustee, including The Artur Bergman Remainder Trust One DTD 5/2/2019, The Artur Bergman Remainder Trust Three DTD 5/2/2019, The Per Artur Bergman Grantor Retained Annuity Trust No. 3, The Per Artur Bergman Grantor Retained Annuity Trust No. 4, and The PAB 2021 Remainder Trust.

Stakeholder Impact

• Shareholders: May interpret the insider sale with slight caution, though the 10b5-1 plan reduces the negative signal. The reduction in direct beneficial ownership by a key executive could be a minor concern.

Next Steps

• The reporting person undertakes to provide full information regarding the number of shares sold at each separate price within the reported range upon request to the Issuer, any security holder, or the SEC staff.

Key Dates

Recommendation

While an insider sale can sometimes signal a lack of confidence, this transaction was executed under a pre-arranged 10b5-1 plan, which suggests it was a planned liquidity event rather than a reaction to new, negative information. The relatively small number of shares sold (3,222) compared to Bergman's remaining substantial direct and indirect holdings (over 7 million shares) also suggests it's not a significant divestment. Therefore, this specific Form 4 filing alone does not provide a strong basis for a 'buy' or 'sell' recommendation, and a 'hold' stance is appropriate, awaiting further company-specific or market-wide developments.

Keywords

Fastly, FSLY, Insider Sale, Artur Bergman, CTO, Director, 10b5-1 Plan, Stock Transaction, SEC Form 4