Stockholders' Equity | Stockholders' Equity Common Stock Our Amended and Restated Certificate of Incorporation, as amended and restated in May 2019 (the "Certificate"), authorizes the issuance of 1.0 billion shares of Class A common stock and 94.1 million shares of Class B common 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. As of September 30, 2021 and December 31, 2020, 117.2 million and 103.4 million shares of Class A common stock were issued and outstanding, respectively. As of September 30, 2021 and December 31, 2020, 0.0 million and 10.2 million shares of Class B common stock were issued and outstanding, respectively. Our Certificate includes an automatic conversion provision, which, on the date when the outstanding shares of our Class B common stock represent less than 10% of the aggregate number of shares of the then outstanding Class A common stock and Class B common stock (the “Sunset Trigger Date”), all our outstanding shares of Class B common stock will automatically convert into the same number of shares of Class A common stock under the terms of our Certificate on the trading day falling nine months after the Sunset Trigger Date ("the Conversion"). No additional Class B shares may be issued following the Conversion. On October 12, 2020, the outstanding shares of our Class B common stock represented less than 10% of the aggregate number of shares of the then outstanding Class A common stock and Class B common stock. As a result, all our outstanding shares of Class B common stock automatically converted into the same number of shares of Class A common stock on July 12, 2021 (the "Conversion"), pursuant to the terms of our Certificate. Upon the conversion, outstanding options denominated in shares of Class B common stock issued under any of the Company’s equity incentive plans remained unchanged, except that they now represent the right to receive shares of Class A common stock. In accordance with our Certificate, the shares of Class B common stock that converted to Class A common stock were retired and will not be reissued by us. On July 12, 2021, we filed a certificate with the Secretary of State of the State of Delaware effecting the retirement of the shares of Class B common stock that were issued but no longer outstanding following the Conversion. Upon the effectiveness of the certificate, our total number of authorized shares of capital stock was reduced by the retirement of 90.0 million shares of Class B common stock. Preferred Stock Our Certificate also authorizes the issuance of 10.0 million shares of preferred stock, at a par value per share of $0.00002, with rights and preferences, including voting rights, designated from time to time by the Board of Directors (the "Board"). As of both September 30, 2021 and December 31, 2020, 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 were originally exercisable for shares of our Class B common stock, but due to the Conversion, these awards are now exercisable for shares of our Class A common stock. As of December 31, 2020, 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 December 31, 2020, there were no shares of Class B common stock available for issuance for future grants under the 2011 Plan. All such shares of Class B common stock were converted to Class A common stock in July 2021 pursuant to the Conversion. As of September 30, 2021, there were 23.6 million shares of Class A common stock reserved for issuance pursuant to outstanding stock options under the 2011 Plan. As of September 30, 2021 there were no shares of Class A 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. In October 2020, we assumed the Signal Sciences Corp. 2014 Stock Option and Grant Plan, as amended (the “Signal Plan”) and registered 251,754 shares under the Signal Plan, which were the outstanding unvested options to purchase shares of common stock of Signal Sciences. Such options became exercisable to purchase shares of our Class A common stock, subject to appropriate adjustments to the number of shares and the exercise price of each such option. As of September 30, 2021 and December 31, 2020, an aggregate of 25.1 million shares and 19.4 million shares of Class A common stock have been reserved for issuance under the 2019 Plan, respectively. As of September 30, 2021 and December 31, 2020, there were 17.1 million and 12.8 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, 2021 and December 31, 2020, an aggregate of 4.6 million shares and 3.5 million shares of Class A common stock have been reserved for issuance under the ESPP, respectively. As of September 30, 2021 and December 31, 2020, there we re 3.8 million shares and 2.8 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. Due to the Conversion, options granted under the 2011 Plan are now exercisable for Class A common stock. 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, 2021: Shares Weighted- Weighted- Aggregate (in thousands) (in years) (in thousands) Outstanding at December 31, 2020 6,963 $ 5.63 6.7 $ 569,094 Granted — — Exercised (1,527) 5.96 Cancelled/forfeited (261) 11.00 Outstanding at September 30, 2021 5,175 $ 5.27 5.2 $ 182,027 Vested and exercisable at September 30, 2021 3,912 $ 3.97 4.6 $ 142,675 Unvested and exercisable at September 30, 2021 173 $ 6.65 7.1 $ 5,841 The total pre-tax intrinsic value of options exercised during the nine months ended September 30, 2021 and 2020 was $52.6 million and $157.9 million, respectively. The total grant date fair value of employee options vested for the nine months ended September 30, 2021 and 2020 was $8.3 million and $6.5 million, respectively. There were no options granted during the three and nine months ended September 30, 2021 and 2020. During the three and nine months ended September 30, 2021, we recorded stock-based compensation expense from stock options of approximately $5.3 million and $13.4 million, respectively. During the three and nine months ended September 30, 2020, we recorded stock-based compensation expense from stock options of approximately $1.8 million and $5.7 million, respectively. During the three and nine months ended September 30, 2021, we modified the terms of options awarded to certain employees to allow for the remaining unvested awards to be fully vested upon their change in employment status. As a result, we recorded stock-based compensation expense of $2.4 million and $3.7 million during three and nine months ended September 30, 2021, respectively, in relation to such modifications. Included in the expense for the three and nine months ended September 30, 2021 are incremental fair value adjustments of $2.1 million and $3.3 million, respectively. During the three and nine months ended September 30, 2020, we recorded stock-based compensation expense of $0.4 million in both the three and nine months ended September 30, 2020 in relation to modifications. Included in this expense is the incremental fair value adjustment of $0.3 million. As of September 30, 2021, total unrecognized stock-based compensation cost related to outstanding unvested stock options that are expected to vest was $14.5 million. This unrecognized stock-based compensation cost is expected to be recognized over a weighted-average period of approximately 1.23 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, 2021 and December 31, 2020, a total of 47,882 and 90,977 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. Due to the Conversion, these shares have been converted to Class A common stock. The corresponding exercise value of approximately $0.2 million and $0.4 million as of September 30, 2021 and December 31, 2020, respectively, is recorded in other current liabilities as of September 30, 2021 and other current liabilities and other long-term liabilities as of December 31, 2021 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, 2021 (in thousands) Beginning balance as of December 31, 2020 91 Early exercise of options — Vested (43) Repurchased — Ending balance as of September 30, 2021 48 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 granted to new hires 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. RSUs granted to existing employees typically vest in equal quarterly installments over a four year service period. All vesting is contingent on continued service. Forfeitures are recognized as they occur. The following table summarizes RSU activity during the nine months ended September 30, 2021: Number of Shares Weighted-Average (in thousands) Unvested RSUs as of December 31, 2020 4,520 $ 30.01 Granted 1,890 63.95 Vested (1,463) 33.52 Cancelled/forfeited (470) 42.78 Unvested RSUs as of September 30, 2021 4,477 $ 41.85 During the three and nine months ended September 30, 2021, we recognized stock-based compensation expense related to RSUs of $23.0 million and $52.0 million, respectively. 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, 2021, we modified the terms of its RSUs awarded to an employee to allow for the certain unvested awards to be fully vested upon their change in employment status. As a result,we recorded incremental stock-based compensation expense in relation to the modification of $3.9 million in both the three and nine months ended September 30, 2021. During the nine months ended September 30, 2020, we modified the terms of its RSUs awarded to an employee to allow for the remaining unvested awards to be fully vested upon their change in employment status. As a result, we recorded incremental stock-based compensation expense in relation to the modification of $4.8 million for the nine months ended September 30, 2020. During the three months ended September 30, 2020, incremental expense related to modifications were insignificant. As of September 30, 2021, total unrecognized stock-based compensation cost related to non-vested RSUs was $176.6 million. This unrecognized stock-based compensation cost is expected to be recognized over a weighted-average period of approximately 2.7 years. Stock Subject to Revest ("Revest Shares") In conjunction with the acquisition of Signal Sciences in fiscal 2020, a restriction was placed on 896,499 shares belonging to the three co-founders of Signal Sciences which are subject to revesting on a quarterly basis over a 2 year period. Refer to Note 5—Business Combinations for further details. The following table summarizes the activity related to the revest shares during the nine months ended September 30, 2021: Number of Shares Weighted-Average (in thousands) Unvested revest shares as of December 31, 2020 784 $ 97.84 Vested (336) 97.84 Cancelled/forfeited — Unvested revest shares as of September 30, 2021 448 $ 97.84 For the three and nine months ended September 30, 2021, we recognized stock-based compensation expense related to revest shares of $11.0 million and $32.9 million, respectively. As of September 30, 2021, total unrecognized stock-based compensation cost related to revest shares was $43.9 million. This unrecognized stock-based compensation cost is expected to be recognized over a weighted-average period of approximately 1 year. Performance-Based Restricted Stock Units ("PSUs") In March 2020, we 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 would 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 were eligible to vest linearly within those parameters. Subject to employees’ continuous service with the Company through each vesting date, based on the extent of such targets achieved, 25% of the number of PSUs credited to them upon certification of achievement will vest on February 15, 2021, May 15, 2021, August 15, 2021, and November 15, 2021, respectively. Based on the results of the 2020 operating plan, the actual award was reduced to 75,828 shares which represents attainment of 172%. As a result, 12,090 shares subject to the PSUs were cancelled. In February 2021, we granted a maximum total of 70,680 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 150% 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. The performance conditions were set and approved on the date of grant and are based on the level of achievement of certain Company and individual targets related to Fastly's operating plan for the fiscal year 2021 ("2021 operating plan"). The PSUs will vest at 50% of the target if the Company achieves 90% performance under the 2021 operating plan, 100% of the target if the Company achieves 100% performance under the 2021 operating plan and 150% of the target if the Company achieves 110% performance or greater under the 2021 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, based on the expected extent of such targets achieved, 25% of the total RSUs on February 15, 2022 and thereafter in 12 equal quarterly installments (i.e. 6.25% of the total RSUs will vest per quarter) on May 15, August 15, November 15, and February 15. The following table summarizes the activity related to the PSUs during the nine months ended September 30, 2021: Number of Shares Weighted-Average (in thousands) Unvested PSUs as of December 31, 2020 88 $ 65.11 Granted 71 102.06 Vested (57) 44.25 Cancelled/forfeited (12) 44.25 Unvested PSUs as of September 30, 2021 90 $ 110.29 For the three and nine months ended September 30, 2021, we recognized stock-based compensation expense (benefit) related to these PSUs of $-0.5 million and $3.8 million, respectively, based on the extent of the performance conditions that were deemed probable of achievement. As of the three and nine months ended September 30, 2020, we did not recognize any stock-based compensation expense related to these PSUs. As of September 30, 2021, total unrecognized stock-based compensation cost related to PSUs was $4.7 million. This unrecognized stock-based compensation cost is expected to be recognized over a weighted-average period of approximately 2.7 years. 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 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 using the Black-Scholes option pricing model with the following assumptions: Nine months ended September 30, 2021 2020 Fair value of common stock $12.66 - $24.07 $6.02 - 14.09 Expected term (in years) 0.49 to 0.50 0.50 Risk-free interest rate 0.02% - 0.10% 0.14% - 1.59% Expected volatility 47% - 50% 43% - 60% Dividend yield —% —% During the three and nine months ended September 30, 2021, we withheld $3.5 million and $6.0 million in contributions from employees, respectively, and recognized $0.6 million and $2.7 million in stock-based compensation expense related to the ESPP, respectively. 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 nine months ended September 30, 2021, 0.2 million shares of our Class A common stock was purchased under the offering period that commenced on November 21, 2020. 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, 2021 or September 30, 2020. 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, 2021 2020 2021 2020 (in thousands) Stock-based compensation expense by caption: Cost of revenue $ 1,897 $ 929 $ 4,911 $ 2,634 Research and development 14,752 4,371 31,344 10,095 Sales and marketing 9,121 3,194 19,760 11,753 General and administrative 10,866 3,648 44,885 10,270 Total $ 36,636 $ 12,142 $ 100,900 $ 34,752 For the three and nine months ended September 30, 2021, we capitalized $2.6 million and $3.4 million of stock-based compensation expense, respectively. For the three and nine months ended September 30, 2020, we capitalized $0.6 million and $1.2 million of stock-based compensation expense, respectively. 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 warrants were 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. During the nine months ended September 30, 2020, the remaining Class B common stock warrants related to the previously outstanding subordinated debt and loan agreements were fully 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 and there were no remaining outstanding common stock warrant liabilities as of September 30, 2020. 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. |