Fastly Announces Conversion of Class B Common Stock into Class A Common Stock

Rhea-AI Summary

Fastly, Inc. (NYSE: FSLY) has converted all outstanding Class B common stock into Class A common stock on a one-for-one basis as of July 12, 2021, effective at 5:00 p.m. ET. This automatic conversion was triggered because the Class B common stock represented less than 10% of the total shares. The change harmonizes voting powers across the two classes, eliminating differences. Following this shift, approximately 116,593,020 shares of Class A common stock are now outstanding, maintaining the same CUSIP number. This conversion is not expected to materially affect future operations.

Positive

• Unified voting power, simplifying shareholder structure.
• No expected impact on future operations.

Negative

• None.

Fastly, Inc. (NYSE: FSLY), provider of an edge cloud platform, today announced that all outstanding shares of its Class B common stock automatically converted into Class A common stock on a one-for-one basis, effective at 5:00 p.m. ET on July 12, 2021. The conversion had no effect on the economic rights of holders of shares of Class A common stock or Class B common stock, except for the elimination of the different voting powers of the two classes of stock. Fastly does not expect it to have any material effect on its future operations.

The conversion occurred automatically pursuant to Fastly's certificate of incorporation as a result of the number of outstanding shares of Class B common stock representing less than ten percent (10%) of the aggregate number of shares of the then outstanding Class A common stock and Class B common stock as of October 12, 2020, nine months prior to the date of conversion. The former holders of Class B common stock now have Class A common stock with the same voting powers, preferences, rights and qualifications, limitations and restrictions as the Class A common stock. All shares of Fastly's outstanding capital stock are now entitled to one vote per share.

Fastly filed a certificate with the Delaware Secretary of State on July 12, 2021 effecting the retirement of the Class B shares. Immediately following the conversion, there were approximately 116,593,020 shares of Class A common stock outstanding.

No stockholder action is required in connection with the conversion. Any existing stock certificates validly issued for shares of the company's Class B common stock will represent shares of the Class A common stock, and shares held in brokerage accounts or with the Company’s transfer agent will be automatically adjusted to reflect the change. In connection with the conversion, Fastly's Class A common stock will continue to trade on The New York Stock Exchange under the ticker symbol “FSLY” and will maintain the same CUSIP number previously assigned to the Class A common stock.

About Fastly

Fastly helps people stay better connected with the things they love. Fastly’s edge cloud platform enables customers to create great digital experiences quickly, securely, and reliably by processing, serving, and securing our customers’ applications as close to their end-users as possible — at the edge of the internet. Fastly’s platform is designed to take advantage of the modern internet, to be programmable, and to support agile software development with unmatched visibility and minimal latency, empowering developers to innovate with both performance and security. Fastly’s customers include many of the world’s most prominent companies, including Pinterest, The New York Times, and GitHub.

Source: Fastly, Inc.

View source version on businesswire.com: https://www.businesswire.com/news/home/20210712005820/en/

FAQ

What happened to Fastly's Class B common stock?

All Class B common stock automatically converted into Class A common stock on July 12, 2021.

How many Class A shares are outstanding after the conversion?

Approximately 116,593,020 shares of Class A common stock are outstanding post-conversion.

Will the conversion of Class B stock affect stockholders' voting rights?

No, the conversion unifies voting rights, granting one vote per share for all outstanding stock.

Does Fastly's stock trading change after this conversion?

No, Fastly's Class A common stock continues to trade under the ticker symbol 'FSLY'.

What triggered the conversion of Fastly's Class B shares?

The conversion was triggered by Class B shares representing less than 10% of total outstanding shares.