Form 4: Fastly's CTO Artur Bergman Sells Shares to Cover Tax Obligations and Under 10b5-1 Plan

Artur Bergman, Fastly's Chief Technology Officer, executed multiple sales of Class A Common Stock to cover tax obligations and under a pre-arranged Rule 10b5-1 trading plan.

Summary

• Fastly's CTO, Artur Bergman, sold shares of Class A Common Stock on February 19, 2025, and February 20, 2025.
• The sales on February 19, 2025, involved 12,821 shares at an average price of $8.04, with prices ranging from $8.04 to $8.06.
• The sales on February 20, 2025, involved 23,062 shares at an average price of $7.78, with prices ranging from $7.68 to $8.00.
• These sales were conducted to satisfy tax obligations related to the vesting of restricted stock units and were also executed under a Rule 10b5-1 trading plan adopted on June 3, 2024.
• Following these transactions, Bergman directly owns 3,350,950 shares of Class A Common Stock.
• Bergman also indirectly owns shares through various trusts, including The Per Artur Bergman Revocable Trust (2,500,558 shares), The Artur Bergman Remainder Trust One DTD 5/2/2019 (840,005 shares), The Artur Bergman Remainder Trust Three DTD 5/2/2019 (109,686 shares), The Per Artur Bergman Grantor Retained Annuity Trust No. 2 (156,521 shares), The Per Artur Bergman Grantor Retained Annuity Trust No. 3 (50,481 shares), and The Per Artur Bergman Grantor Retained Annuity Trust No. 4 (792,998 shares).

Sentiment

Score: 5

Explanation: The sentiment is neutral as the filing primarily reports stock sales for tax purposes and under a pre-arranged trading plan, which doesn't necessarily indicate a positive or negative outlook on the company's future.

Industry Context

Insider sales are a common occurrence, especially when related to tax obligations or pre-planned trading arrangements like Rule 10b5-1 plans. Investors often monitor these transactions for insights into management's perspective on the company's value, although sales for tax purposes are generally viewed as less informative.

Comparison to Industry Standards

• Comparing Bergman's transactions to other tech company executives, similar sales patterns are often observed to cover tax liabilities from vesting equity awards.
• For example, executives at companies like Cloudflare or Akamai Technologies may also utilize 10b5-1 plans to manage their stock sales, ensuring compliance with insider trading regulations.
• The scale of Bergman's holdings and sales is consistent with the compensation structures and equity ownership typical for a CTO of a publicly traded company like Fastly.

Stakeholder Impact

• The stock sales could have a minor impact on shareholders due to the increased supply of shares in the market, but the effect is likely minimal given the relatively small volume compared to the total outstanding shares.
• Employees may be indirectly affected by any perceived sentiment shift, but the stated reasons for the sales (tax obligations and 10b5-1 plan) should mitigate concerns.

Key Dates

Keywords

Fastly, Artur Bergman, FSLY, Form 4, Share Sales, Rule 10b5-1, CTO, Insider Trading, Beneficial Ownership, Class A Common Stock