SEC Form 8-A12B filed by Fastly Inc.

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

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FORM 8-A

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FOR REGISTRATION OF CERTAIN CLASSES OF

SECURITIES PURSUANT TO SECTION 12(b) OR (g)

OF THE SECURITIES EXCHANGE ACT OF 1934

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FASTLY, INC.

(Exact name of registrant as specified in its charter)

 

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Securities to be registered pursuant to Section 12(b) of the Act:

 

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If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), please check the following box. ☒

 

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), please check the following box. ☐

 

If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. ☐

 

Securities Act registration statement or Regulation A offering statement file number to which this form relates (if applicable): N/A

 

Securities to be registered pursuant to Section 12(g) of the Act:

None

EXPLANATORY NOTE

 

Fastly, Inc. (the “Company,” “Fastly,” “our,” “we,” and “us”) is filing this Registration Statement on Form 8-A in connection with the transfer of our Class A common stock, par value $0.00002 per share (our “Class A Common Stock”), trading under the symbol “FSLY” to The Nasdaq Stock Market LLC (“Nasdaq”) from the New York Stock Exchange (“NYSE”). We expect the listing and trading of our Class A Common Stock on the NYSE to cease at the close of trading on December 8, 2025 and the listing and trading of our Class A Common Stock to commence on Nasdaq on the next trading day, December 9, 2025.

 

 

The following description of our capital stock and certain provisions of our Amended and Restated Certificate of Incorporation, as amended from time to time (our “Certificate of Incorporation”) and Amended and Restated Bylaws, as amended from time to time (our “Bylaws”) is a summary and is qualified in its entirety by reference to the full text of our Certificate of Incorporation and Bylaws and applicable provisions of the General Corporation Law of the State of Delaware (the “DGCL”).

 

General

 

Our Certificate of Incorporation provides that we may issue 1,000,000,000 shares of our Class A Common Stock, $0.00002 par value per share, 4,191,275 shares, as reduced by the Certificate of Retirement (defined below), of our Class B common stock, $0.00002 par value per share (our “Class B Common Stock”), and 10,000,000 shares of undesignated preferred stock $0.00002 par value per share.

 

On July 12, 2021, all shares of our then-outstanding Class B Common Stock were automatically converted into the same number of shares of Class A Common Stock, pursuant to the terms of our Certificate of Incorporation. On July 12, 2021, we filed a certificate of retirement (the “Certificate of Retirement”) 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. The filing of the Certificate of Retirement had the additional effect of reducing our authorized Class B Common Stock by the number of retired shares of Class B Common Stock.

 

As of September 30, 2025, there were 149,211,774 shares of Class A Common Stock outstanding and no shares of Class B Common Stock or preferred stock outstanding.

 

Class A Common Stock

Dividend and Distribution Rights

 

Subject to the preferences that may apply to any shares of preferred stock at the time outstanding having prior rights as to dividends, the holders of Class A Common Stock are entitled to receive, when, as and if declared by the board of directors, out of any of our assets legally available therefor, such dividends as may be declared from time to time by the board of directors.

 

Voting Rights

 

The Class A Common Stock is entitled to one vote per share on all matters (including the election of directors) submitted to a vote of stockholders. We have not provided for cumulative voting for the election of directors in our Certificate of Incorporation.

 

No Preemptive or Similar Rights

 

Our Class A Common Stock is not entitled to preemptive rights and is not subject to conversion, redemption, or sinking fund provisions. The rights, preferences, and privileges of the holders of our Class A Common Stock are subject to, and may be adversely affected by, the rights of the holders of any series of our preferred stock that we may designate and issue in the future.

 

Liquidation Rights

 

In the event of our liquidation, dissolution, or winding-up, upon the completion of the distributions required with respect to any series of preferred stock that may then be outstanding, our remaining assets legally available for distribution to stockholders shall be distributed on a pro rata basis to the holders of Class A Common Stock.

 

Fully Paid and Non-Assessable

 

All of the outstanding shares of our Class A Common Stock are fully paid and non-assessable.

 

Anti-Takeover Provisions

Anti-Takeover Statute

 

We are subject to Section 203 of the DGCL, which generally prohibits a publicly held Delaware corporation from engaging in any business combination with any interested stockholder for a period of three years after the date that such stockholder became an interested stockholder, with the following exceptions:

 

 

 

In general, Section 203 defines a “business combination” to include the following:

 

 

 

 

 

In general, Section 203 defines an “interested stockholder” as an entity or person who, together with the person’s affiliates and associates, beneficially owns, or within three years prior to the time of determination of interested stockholder status did own, 15% or more of the outstanding voting stock of the corporation.

Anti-Takeover Effects of Certain Provisions of our Certificate of Incorporation and Bylaws

Our Certificate of Incorporation provides for our board of directors to be divided into three classes with staggered three-year terms. Only one class of directors may be elected at each annual meeting of our stockholders, with the other classes continuing for the remainder of their respective three-year terms. Because our stockholders do not have cumulative voting rights, stockholders holding a majority of the voting power of shares of our common stock outstanding are able to elect all of our directors. Our Certificate of Incorporation and Bylaws also provide that directors may be removed by the stockholders only for cause upon the vote of 66 2/3% or more of the voting power of all our outstanding common stock. Furthermore, the authorized number of directors may be changed only by resolution of our board of directors, and vacancies and newly created directorships on our board of directors may, except as otherwise required by law or determined by our board, only be filled by a majority vote of the directors then serving on the board, even though less than a quorum.

Our Certificate of Incorporation and Bylaws also provide that all stockholder actions must be effected at a duly called meeting of stockholders and eliminate the right of stockholders to act by written consent without a meeting. Our Bylaws also provide that only our chairman of the board, chief executive officer or our board of directors pursuant to a resolution adopted by a majority of the total number of authorized directors may call a special meeting of stockholders.

Our Bylaws also provide that stockholders seeking to present proposals before our annual meeting of stockholders or to nominate candidates for election as directors at a meeting of stockholders must provide timely advance notice in writing, and, subject to applicable law, will specify requirements as to the form and content of a stockholder’s notice.

Our Certificate of Incorporation and Bylaws provide that the stockholders cannot amend many of the provisions described above except by a vote of 66 2⁄3% or more of the voting power of all our outstanding common stock.

The combination of these provisions make it more difficult for our existing stockholders to replace our board of directors as well as for another party to obtain control of us by replacing our board of directors. Since our board of directors has the power to retain and discharge our officers, these provisions could also make it more difficult for existing stockholders or another party to effect a change in management. In addition, the authorization of undesignated preferred stock makes it possible for our board of directors to issue preferred stock with voting or other rights or preferences that could impede the success of any attempt to change our control.

These provisions are intended to enhance the likelihood of continued stability in the composition of our board of directors and its policies and to discourage coercive takeover practices and inadequate takeover bids. These provisions are also designed to reduce our vulnerability to hostile takeovers and to discourage certain tactics that may be used in proxy fights. However, such provisions could have the effect of discouraging others from making tender offers for our shares and may have the effect of delaying changes in our control or management. As a consequence, these provisions may also inhibit fluctuations in the market price of our stock that could result from actual or rumored takeover attempts. We believe that the benefits of these provisions, including increased protection of our potential ability to negotiate with the proponent of an unfriendly or unsolicited proposal to acquire or restructure us, outweigh the disadvantages of discouraging takeover proposals, because negotiation of takeover proposals could result in an improvement of their terms.

Choice of Forum

Our Certificate of Incorporation provides that the Court of Chancery of the State of Delaware will be the exclusive forum for the following types of actions or proceedings under Delaware statutory or common law: any derivative action or proceeding brought on our behalf; any action asserting a breach of fiduciary duty owed by any of our directors, officers, employees, or stockholders to us or our stockholders; any action asserting a claim against us arising pursuant to the DGCL, our Certificate of Incorporation or our Bylaws; or any action asserting a claim against us that is governed by the internal affairs doctrine. The provisions do not apply to suits brought to enforce a duty or liability created by the Exchange Act.

Our Certificate of Incorporation provides that the federal district courts of the United States of America will be the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act, subject to and contingent upon a final adjudication in the State of Delaware of the enforceability of such exclusive forum provision.

Transfer Agent and Registrar

The transfer agent and registrar for our Class A Common Stock is Equiniti Trust Company, LLC. The transfer agent’s address is 28 Liberty Street, Floor 53, New York, NY 10005.

 

Under the Instructions as to Exhibits with respect to Form 8-A, no exhibits are required to be filed because no other securities of the Registrant are registered on Nasdaq and the securities registered hereby are not being registered pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended.

 

SIGNATURE

 

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

 

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