Stockholders' Equity | Stockholders' Equity Common Stock Our Amended and Restated Certificate of Incorporation, as amended and restated in May 2019, authorizes the issuance of 1.0 billion shares of Class A common stock and 94.1 million shares of Class B common stock, and 10.0 million shares of preferred stock, each at a par value per share of $0.00002. Holders of Class A common stock are entitled to one vote per share and holders of Class B common stock are entitled to 10 votes per share. Preferred stockholders, do not have voting rights. As of September 30, 2020 and December 31, 2019, 95.5 million and 61.0 million shares of Class A common stock were issued and outstanding, respectively. As of September 30, 2020 and December 31, 2019, 11.4 million and 33.9 million shares of Class B common stock were issued and outstanding, respectively. As of both September 30, 2020 and December 31, 2019, no shares of preferred stock were issued and outstanding. Equity Incentive Plans In March 2011, our stockholders approved our 2011 Equity Incentive Plan ("2011 Plan") which allows for the issuance of incentive stock options, nonstatutory stock options, stock appreciation rights, restricted stock awards, and restricted stock unit awards ("RSUs") to employees, directors, and consultants of the Company. Options granted under our 2011 Plan are exercisable for shares of our Class B common stock. As of both September 30, 2020 and December 31, 2019, there were 23.6 million shares of Class B common stock reserved for issuance pursuant to outstanding stock options under the 2011 Plan. As of September 30, 2020 and December 31, 2019, there were no shares of Class B common stock available for issuance for future grants under the 2011 Plan. In May 2019, in conjunction with our IPO, our Board and stockholders approved our 2019 Equity Incentive Plan (the "2019 Plan") which allows for the issuance of incentive stock options, non-statutory stock options, stock appreciation rights, RSUs, performance-based stock awards, and other forms of equity compensation, which are collectively referred to as stock awards. Additionally, the 2019 Plan provides for the grant of performance cash awards. Options are exercisable for shares of our Class A common stock. No further awards will be issued under the 2011 Plan. As of September 30, 2020 and December 31, 2019, there were 19.2 million shares and 14.4 million shares of Class A common stock reserved for issuance under the 2019 Plan, respectively. As of September 30, 2020 and December 31, 2019, there were 13.4 million and 12.4 million Class A common stock available for issuance under the 2019 Plan, respectively. In May 2019, in conjunction with our IPO, our Board and stockholders approved the Employee Stock Purchase Plan ("ESPP"). The ESPP allows eligible employees to purchase shares of our Class A common stock through payroll deductions of up to 15% of their eligible compensation, subject to a maximum of $25,000 per calendar year. As of September 30, 2020 and December 31, 2019, there were 3.5 million shares and 2.5 million shares of Class A common stock reserved for issuance under the ESPP, respectively. As of September 30, 2020 and December 31, 2019, there were 2.9 million shares and 2.2 million shares of Class A common stock available for future issuance under the ESPP, respectively. Stock Options Options granted under the 2011 Plan are exercisable for Class B common stock and generally expire within 10 years from the date of grant and generally vest over four years, at the rate of 25% on the first anniversary of the date of grant and ratably on a monthly basis over the remaining 36-month period thereafter based on continued service. Options granted under the 2019 Plan are exercisable for Class A common stock and generally expire within 10 years from the date of grant and generally vest over four years, at the rate of 25% on the first anniversary of the date of grant and ratably on a monthly basis over the remaining 36-month period thereafter based on continued service. Forfeitures are recognized as they occur. The following table summarizes stock option activity during the nine months ended September 30, 2020: Shares Weighted- Weighted- Aggregate (in thousands) (in years) (in thousands) Outstanding at December 31, 2019 11,269 $ 4.68 7.3 $ 173,471 Granted — — Exercised (3,803) 3.36 Cancelled/forfeited (176) 8.80 Outstanding at September 30, 2020 7,290 $ 5.28 6.8 $ 644,502 Vested and exercisable at September 30, 2020 4,296 $ 3.41 5.9 $ 387,817 The total pre-tax intrinsic value of options exercised during the nine months ended September 30, 2020 and 2019 was $157.9 million and $12.7 million, respectively. The total grant date fair value of employee options vested for the nine months ended September 30, 2020 and 2019 was $6.5 million and $4.4 million, respectively. The weighted average grant-date fair value for options granted to employees during the nine months ended September 30, 2019 was $6.05. There were no options granted during the nine months ended September 30, 2020. We estimate the fair value of stock options on the date of grant using the Black-Scholes option-pricing model. Each of the Black-Scholes inputs is subjective and generally requires significant judgments to determine. We estimated the fair value of stock option awards using the Black-Scholes option pricing model with the following weighted-average assumptions: Nine months ended September 30, 2020 2019 Fair value of common stock N/A $12.38 Expected term (in years) N/A 6.48 Risk-free interest rate N/A 2.30% Expected volatility N/A 40.0% Dividend yield N/A —% During the three months ended September 30, 2020 and 2019, we recorded stock-based compensation expense from stock options of approximately $1.8 million and $2.1 million, respectively. During the nine months ended September 30, 2020 and 2019, we recorded stock-based compensation expense from stock options of approximately $5.7 million and $5.4 million, respectively. As of September 30, 2020, total unrecognized stock-based compensation cost related to outstanding unvested stock options that are expected to vest was $12.4 million. This unrecognized stock-based compensation cost is expected to be recognized over a weighted-average period of approximately 2.13 years. Early Exercise of Stock Options Certain stock options granted by the Company are exercisable at the date of grant, with unvested shares subject to repurchase by the Company in the event of voluntary or involuntary termination of employment of the stockholder. Such exercises are recorded as a liability on the accompanying Condensed Consolidated Balance Sheets and reclassified into equity as the options vest. As of September 30, 2020 and December 31, 2019, a total of 105,847 and 199,895 shares of Class B Common Stock were subject to repurchase by the Company at the lower of (i) the fair market value of such shares on the date of repurchase, or (ii) the original exercise price of such shares. The corresponding exercise value of approximately $0.5 million and $0.9 million as of September 30, 2020 and December 31, 2019, respectively, is recorded in other current liabilities and other liabilities on the accompanying Condensed Consolidated Balance Sheets. The activity of non-vested shares as a result of early exercise of options granted to employees and non-employees, is as follows: Nine months ended September 30, 2020 (in thousands) Beginning balance as of December 31, 2019 200 Early exercise of options — Vested (94) Repurchased Ending balance as of September 30, 2020 106 Restricted Stock Units ("RSUs") We began granting RSUs under the 2019 Plan during the fiscal year ended December 31, 2019. The fair value of RSUs is based on the grant date fair value and is expensed on a straight-line basis over the applicable vesting period. RSUs typically vest over four years, at the rate of 25% on the first anniversary of the vest date and ratably on a quarterly basis over the remaining 36-month period thereafter, based on continued service. Forfeitures are recognized as they occur. The following table summarizes RSU activity during the nine months ended September 30, 2020: Shares Weighted-Average (in thousands) RSUs outstanding as of December 31, 2019 1,641 $ 20.07 Granted 3,726 24.62 Vested (905) 21.52 Cancelled/forfeited (108) 21.53 RSUs outstanding as of September 30, 2020 4,354 $ 23.67 During the three and nine months ended September 30, 2020, we recognized stock-based compensation expense related to RSUs of $10.6 million and $28.0 million, respectively. During the three and nine months ended September 30, 2019, we recognized stock-based compensation expense related to RSUs of $0.7 million. During the nine months ended September 30, 2020, the Company modified the terms of its RSUs awarded to an employee to allow for the remainder unvested awards to be fully vested upon their change in employment status. As a result, the Company recorded incremental stock-based compensation expense in relation to the modification of $4.8 million for the nine months ended September 30, 2020. Included in this expense, is the incremental fair value resulting from the modifications of the RSUs of $0.1 million. During the three months ended September 30, 2020, there were no equity award modifications that resulted in a material incremental expense recorded. During both the three and nine months ended September 30, 2019, there were no equity award modifications that resulted in incremental expense recorded. As of September 30, 2020, total unrecognized stock-based compensation cost related to non-vested RSUs was $92.4 million. This unrecognized stock-based compensation cost is expected to be recognized over a weighted-average period of approximately 3.34 years. Performance-Based Restricted Stock Units ("PSUs") In March 2020, the Company granted a maximum total of 87,918 shares of PSUs to certain employees of the company, pursuant to the Company’s 2019 Equity Incentive Plan. The PSUs granted reflect a maximum of 200% of target performance and represent the right of the employees to be issued on a future date, one (1) share of Class A common stock for each RSU received that will vest on the applicable vesting date. On November 2, 2020, the Compensation Committee of the Board of Directors set the performance conditions related to the previously granted PSUs. The performance conditions are based on the level of achievement of certain Company and individual targets related to Fastly's operating plan for the fiscal year 2020 ("2020 operating plan"). The PSUs will vest at 50% of the target if the Company achieves 90% performance under the 2020 operating plan, 100% of the target if the Company achieves 100% performance under the 2020 operating plan and 200% of the target if the Company achieves 110% performance or greater under the 2020 operating plan. These awards will be eligible to vest linearly within those parameters. Subject to employees’ continuous service with the Company through each vesting date, 25% of the number of RSUs credited to them upon certification of achievement will vest on February 15, 2021, May 15, 2021, August 15, 2021, and November 15, 2021, respectively. As of the nine months ended September 30, 2020, none of these performance conditions have been met. We expect to record stock-based compensation related to these PSUs once it is considered probable that the performance conditions set will be met. ESPP The ESPP allows eligible employees to purchase shares of our common stock through payroll deductions of up to 15% of their eligible compensation. The ESPP provides for six-month offering periods, commencing in May and November of each year. At the end of each offering period employees are able to purchase shares at 85% of the lower of the fair market value of our Class A common stock on the first trading day of the offering period or on the date of purchase. We estimate the fair value of shares to be issued under the ESPP on the first day of the offering period using the Black-Scholes valuation model. The inputs to the Black-Scholes option pricing model are our stock price on the first date of the offering period, the risk-free interest rate, the estimated volatility of our stock price over the term of the offering period, the expected term of the offering period and the expected dividend rate. Stock-based compensation expense related to the ESPP is recognized on a straight-line basis over the offering period. Forfeitures are recognized as they occur. We estimated the fair value of shares granted under the ESPP on the first date of the offering period using the Black-Scholes option pricing model with the following assumptions: Nine months ended September 30, 2020 2019 Fair value of common stock $14.09 $6.92 Expected term (in years) 0.5 0.5 Risk-free interest rate 0.85% 2.35% Expected volatility 52.0% 36.4% Dividend yield —% —% During the three and nine months ended September 30, 2020, we withheld $2.0 million and $6.1 million in contributions from employees, respectively, and recognized $0.4 million and $2.3 million in stock-based compensation expense related to the ESPP, respectively. During the three and nine months ended September 30, 2019, we withheld $2.3 million and $3.1 million in contributions from employees, respectively, and recognized $1.1 million and $1.5 million in stock-based compensation expense related to the ESPP, respectively. During the nine months ended September 30, 2020, 0.2 million shares of our Class A common stock was purchased under the offering period that commenced on November 21, 2019. No common stock was issued under the ESPP in the three months ended September 30, 2020, nor in the three and nine months ended September 30, 2019. Stock-based Compensation Expense The following table summarizes the components of total stock-based compensation expense included in the accompanying Condensed Consolidated Statements of Operations: Three months ended September 30, Nine months ended September 30, 2020 2019 2020 2019 (in thousands) Stock-based compensation expense by caption: Cost of revenue $ 929 $ 438 $ 2,634 $ 875 Research and development 4,371 968 10,095 2,114 Sales and marketing 3,194 929 11,753 1,894 General and administrative 3,648 1,505 10,270 2,667 Total $ 12,142 $ 3,840 $ 34,752 $ 7,550 For the three and nine months ended September 30, 2020, we capitalized $0.6 million and $1.2 million of stock-based compensation expense. For the three and nine months ended September 30, 2019, we did not capitalize any stock-based compensation expense. Common Stock Warrant Liabilities Prior to the IPO, we issued convertible preferred stock warrants in conjunction with the issuances of debt. We recorded these warrants to purchase convertible preferred stock as a liability on the consolidated balance sheets at fair value upon issuance as the warrants were exercisable for contingently redeemable preferred stock which was classified outside of stockholders' equity (deficit). The liability associated with these warrants were subject to remeasurement at each balance sheet date, with changes in fair value recorded in the consolidated statement of operations and comprehensive loss as other expense, net. On May 17, 2019, immediately upon closing of the IPO, our warrants to purchase convertible preferred stock were automatically converted to warrants to purchase an equal number of shares of our Class B common stock. As a result, the warrant was remeasured a final time, immediately prior to the closing of the IPO, and reclassified to additional paid-in capital within stockholders' equity. Changes in the fair value were recorded within other expense, net on the consolidated statement of operations. As of December 31, 2019, the warrants were classified and recorded as additional paid-in capital on the condensed consolidated balance sheets. In the nine months ended September 30, 2020, certain Class B common stock warrants related to the previously outstanding subordinated debt and loan agreements were exercised under the cashless exercise method pursuant to the corresponding warrant agreements. As a result of such exercises, we issued 144,635 shares of our Class B common stock. No Class B common stock warrants were exercised under the cashless exercise method pursuant to the corresponding warrant agreements during the three months ended September 30, 2020. In the three months ended September 30, 2019, certain Class B common stock warrants related to the Credit Facility were exercised under the cashless exercise method pursuant to the corresponding warrant agreement. In the nine months ended September 30, 2019, certain Class B common stock warrants related to the Credit Facility, certain class B common stock warrants related to the Facility, certain Class B common stock warrants related to the Prior Loan Agreement, the Class B common stock warrants related to a previously outstanding term loan agreement, certain Class B common stock warrants related to the Mezzanine Loan and Security Agreement were exercised under the cashless exercise method pursuant to the corresponding warrant agreements. As a result of such exercises, we issued 51,722 and 224,102 shares of our Class B common stock in the three and nine months ended September 30, 2019. |