The Company maintains four equity incentive plans: the 2019 Equity Incentive Plan (the “2019 Plan”), 2011 Equity Incentive Plan (“2011 Plan”), Employee Stock Purchase Plan, and the Signal Sciences Corp. 2014 Stock Option and Grant Plan, as amended (the “Signal Plan”). The 2019 Plan became effective in May 2019 and replaced the 2011 Plan. The Company’s 2019 Plan provides for the issuance of incentive stock options, non-statutory stock options, restricted stock units, performance-based stock awards, and other forms of equity compensation, which are collectively referred to as stock awards to its employees, directors, and consultants. The Signal Plan includes 251,754 registered shares which can be exercised to purchase shares of Fastly’s common stock.

As of March 31, 2025 and December 31, 2024, there were 10.8 million and 6.9 million shares of common stock available for issuance under the 2019 Plan, respectively. As of March 31, 2025 and December 31, 2024, 144.7 million and 142.1 million shares of common stock were issued and outstanding, respectively.

Options granted under the 2011 Plan and 2019 Plan are exercisable for 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.


	Shares	Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term	Aggregate Intrinsic Value
	(in thousands)			(in years)	(in thousands)
Outstanding at December 31, 2024	2,364	$	8.60	4.3	$	7,592
Granted	—	—
Exercised	(168)	2.43
Cancelled/forfeited	(212)	3.96
Outstanding at March 31, 2025	1,984	9.62		4.6	$	2,146
Vested and exercisable at March 31, 2025	1,608	8.01		3.7	$	2,146

During the three months ended March 31, 2025 and 2024, the Company recorded stock-based compensation expense from stock options of approximately $0.4 million and $0.6 million, respectively.

The Company 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 three or four years, at the rate of 33% or 25%, respectively, on the first anniversary of the vesting start date and ratably on a quarterly basis over the remaining 24-month or 36-month period thereafter, respectively. RSUs granted to existing employees typically vest in equal quarterly installments over a three or four-year service period. All vesting is contingent on continued service. Forfeitures are recognized as they occur.


	Number of Shares	Weighted-Average Grant Date Fair Value Per Share
	(in thousands)
Unvested RSUs as of December 31, 2024	11,982	$	13.06
Granted	3,048	7.24
Vested	(2,347)	12.42
Cancelled/forfeited	(548)	13.66
Unvested RSUs as of March 31, 2025	12,135	$	11.69

During the three months ended March 31, 2025 and 2024, the Company recognized stock-based compensation expense related to RSUs of $21.9 million and $24.5 million, respectively.

In February 2024, pursuant to the 2019 Plan, the Company granted Executive PSUs, which are to vest based on the level of achievement of certain Company-wide targets related to the Company’s operating plan for the fiscal year 2024. The Company has accounted for these awards as equity-based awards and will recognize stock-based compensation expense over the employees' requisite service period based on the expected attainment of the Company-wide targets as of the end of each reporting period.

In February 2025, pursuant to the 2019 Plan, the Company granted Executive PSUs, which are to vest based on the level of achievement of certain Company-wide targets related to the Company’s operating plan for the fiscal year 2025. The Company has accounted for these awards as equity-based awards and will recognize stock-based compensation expense over the employees' requisite service period based on the expected attainment of the Company-wide targets as of the end of each reporting period.


	Number of Shares	Weighted-Average Grant Date Fair Value Per Share
	(in thousands)
Nonvested PSUs as of December 31, 2024	1,089	$	13.21
Granted	1,151	6.82
Vested	(85)	14.56
Cancelled/forfeited	(771)	12.69
Nonvested PSUs as of March 31, 2025	1,384	$	8.11

For the three months ended March 31, 2025 and 2024, the Company recognized $0.8 million and $1.2 million of stock-based compensation expense associated with these awards, respectively.

In February 2024, the Compensation Committee approved a Bonus Program, including performance targets, to most of the Company’s employees on active payroll in fiscal year 2024 (“2024 Bonus Program”). Shares awarded under the program were paid out in February 2025 in fully vested RSUs and based on the final attainment of Company-wide performance targets which were tied to its operating plan for fiscal year 2024. The Company recognized stock-based compensation expense over the employees' requisite service period, based on the final attainment of the Company-wide targets. In February 2025, the Company paid out 1.0 million of restricted stock units associated with the 2024 Bonus Program, and correspondingly recorded a charge to additional paid-in-capital of $6.9 million.

In February 2025, the Compensation Committee approved a Bonus Program, including performance targets, for the current fiscal year to most of the Company’s employees on active payroll in fiscal year 2025 (“2025 Bonus Program”). Shares awarded under the program will be in fully vested RSUs and will be based on the final attainment of Company-wide performance targets which are tied to its operating plan for fiscal year 2025. The payout of the 2025 Bonus Program will vary linearly between 50%, 100% and 150% based on the achievement of these targets. Employees are required to be employed through the payout date to earn the awards. The Company has accounted for these awards as liability-based awards, since the

monetary value of the obligation associated with the award is based predominantly on a fixed monetary amount known at inception, and it has an unconditional obligation that it must or may settle by issuing a variable number of its equity shares. The Company is recognizing the stock-based compensation expense over the employees requisite service period, based on the expected attainment of the Company-wide targets as of the end of each reporting period.

During the three months ended March 31, 2025 and 2024, the Company recognized $3.7 million and $6.5 million of stock-based compensation expense associated with the Bonus Programs, respectively.

In September 2022 and January 2023, pursuant to the 2019 Plan, the Company granted certain employees shares of MPSUs, which are to vest upon the satisfaction of the Company’s achievement of specified Fastly common stock price targets during the applicable performance period. In addition, the awards are subject to each recipient’s continuous service through each applicable vest dates.


	Number of Shares	Weighted-Average Grant Date Fair Value Per Share
	(in thousands)
Nonvested MPSUs as of December 31, 2024	1,313	$	6.45
Granted	—	—
Vested	—	—
Cancelled/forfeited	—	—
Nonvested MPSUs as of March 31, 2025	1,313	$	6.45

Stock-based compensation expense relating to the MPSUs are recognized using the accelerated attribution method over the derived service period. During the three months ended March 31, 2025 and 2024, the Company recognized $0.4 million and $0.7 million stock-based compensation expense associated with these awards, respectively.

In February and March 2025, pursuant to the 2019 Plan, the Company granted certain employees shares of rTSR PSUs, which are to vest based on the Company’s total shareholder return (TSR) relative to a designated peer group over the performance period. The Company has accounted for these awards as equity-based awards and will recognize stock-based compensation expense on a straight-line basis over the vesting period. In addition, the awards are subject to each recipient’s continuous service through the vest date.


	Number of Shares	Weighted-Average Grant Date Fair Value Per Share
	(in thousands)
Nonvested rTSR PSUs as of December 31, 2024	—	$	—
Granted	272	14.15
Vested	—	—
Cancelled/forfeited	—	—
Nonvested rTSR PSUs as of March 31, 2025	272	$	14.15

The ESPP allows eligible employees to purchase shares of the Company’s 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 the Company’s common stock on the first trading day of the offering period or on the date of purchase.

During the three months ended March 31, 2025 and 2024 the Company recognized $0.1 million and $1.2 million in stock-based compensation expense related to the ESPP, respectively. No common stock was issued under the ESPP in the three months ended March 31, 2025, nor in the three months ended March 31, 2024.

The following table summarizes the components of total stock-based compensation expense included in the accompanying condensed consolidated statements of operations:


	Three months ended March 31,
	2025		2024
	(in thousands)
Cost of revenue	$	1,939	$	2,779
Research and development	8,893		10,323
Sales and marketing	6,693		7,843
General and administrative	8,057		10,876
Total stock-based compensation expense	$	25,582	$	31,821

For the three months ended March 31, 2025 and 2024, the Company capitalized $1.7 million and $2.9 million of stock-based compensation expense, respectively.