DEF 14A of Fastly, Inc., Apr 22, 2026

DEF 14A of Fastly, Inc.

Filed Apr 22, 2026 · FY20250001140361-26-016095

Open on EDGAR

  1. NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

    | | Page | | Tax and Accounting Treatment of Compensation | 46 | | 2025 Summary Compensation Table | 48 | | 2025 Grants of Plan-Based Awards Table | 49 | | 2025 Outstanding Equity Awards as of Fiscal Year-End Table | 51 | | 2025 Options Exercised and Stock Vested Table | 52 | | Employment Arrangements | 52 | | Other Named Executive Officers | 55 | | Potential Payments on Termination or Change of Control | 56 | | Pay vs. Performance | 57 | | CEO Pay Ratio | 61 | | SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS | 62 | | COMPENSATION OF NON-EMPLOYEE DIRECTORS | 63 | | Non-Employee Director Compensation Policy | 63 | | CERTAIN RELATIONSHIPS AND RELATED-PERSON TRANSACTIONS | 65 | | DELINQUENT SECTION 16(a) REPORTS | 66 | | HOUSEHOLDING AND PROXY MATERIALS | 67 | | OTHER MATTERS | 68 | | RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES | A-1 |

  2. How can I find out the results of the voting at the annual meeting?

    | ELECTION OF DIRECTORS | | | Our Board of Directors is divided into three classes. Each class consists, as nearly as possible, of one-third of the total number of directors, and each class has a three-year term. Vacancies on the Board of Directors may be filled only by persons elected by a majority of the remaining directors. A director elected by the Board of Directors to fill a vacancy in a class, including vacancies created by an increase in the number of directors, shall serve for the remainder of the full term of that class and until the director’s successor is duly elected and qualified. | | | There are three directors in the class whose term of office expires in 2026, Aida Álvarez, Charles Compton, and Richard Daniels. Ms. Álvarez, Mr. Compton, and Mr. Daniels have served as members of our Board of Directors since August 2019, June 2025, and November 2021, respectively. If elected at the annual meeting, these nominees would serve until the 2029 annual meeting of stockholders and until a successor has been duly elected and qualified, or, if sooner, until the director’s death, resignation, or removal. Our policy is to encourage directors and nominees for director to attend the annual meeting of stockholders; however, we do not maintain a formal policy regarding director attendance at annual meetings. Ms. Álvarez, Mr. Bergman, Mr. Meyers, Mr. Paisley, Mr. Daniels, Ms. Loop, and Ms. Smith attended our annual meeting in 2025. | | | Directors are elected by a plurality of the votes of the holders of shares present online or represented by proxy and entitled to vote on the election of directors. Accordingly, the three nominees receiving the highest number of affirmative votes will be elected. “Withhold” votes will have no effect. Each person nominated for election has agreed to serve if elected. The Company’s management has no reason to believe that any nominee will be unable to serve. | | | The following is a brief biography of each nominee and each director whose term will continue after the annual meeting, including their ages as of March 15, 2026. | | | Nominees for Election for a Three-year Term Expiring at the 2029 Annual Meeting | | | | The Honorable Aida Álvarez Fastly Committees: Compensation, Nominating and Corporate Governance Age: 76 has served as a member of our Board of Directors since August 2019. Ms. Álvarez has led important financial and government agencies and served in the cabinet of U.S. President William J. Clinton as the Administrator of the U.S. Small Business Administration. Ms. Álvarez serves on the board of directors of Stride, Inc., a for-profit education company, since April 2017 and Bill.com Holdings, Inc., a provider of automated, cloud-based software for financial operations, since April 2022. She previously served on the board of Oportun Financial Corporation, a financial services company, from August 2011 to November 2022. She has also previously served on the board of directors of HP Inc., a technology company, Wal-Mart Stores, Inc., a retail company, MUFG Americas Holdings Corporation, a banking corporation, Zoosk, an online dating company, and PacifiCare Health Systems, Inc., a national health consumer services company. Ms. Álvarez was the founding Chair of the Latino Community Foundation, and currently serves as its Board Chair Emerita. Ms. Álvarez holds a B.A. from Harvard College. We believe that Ms. Álvarez is qualified to serve as a member of our Board of Directors because of her extensive experience in the technology and finance industries and her service on public company boards. | | | Charles “Kip” Compton Fastly Committees: None Age: 51 has served as our Chief Executive Officer and as a member of our Board of Directors since June 2025. He previously served as Fastly’s Chief Product Officer since January 2024. Prior to joining Fastly, Mr. Compton served as the Senior Vice President of Strategy & Business Development of the Cisco Networking business from 2020 to August 2023, where he led teams responsible for strategy, portfolio management, investments and acquisitions. Prior to that, he held various roles at Cisco since January 2006. Mr. Compton brings more than 25 years of senior leadership experience driving innovation in cloud, video, Internet of Things (IoT) and networking. He has a long and proven track record of growing teams and businesses, including creating partnerships and investments to drive growth and open new markets. Mr. Compton holds both a Bachelor of Science degree in Computer Science and Engineering and a Master’s degree in Electrical Engineering and Computer Science from Massachusetts Institute of Technology and an MBA from The Wharton School of the University of Pennsylvania. We believe that Mr. Compton’s deep industry experience, including product engineering and business leadership roles in networking, qualifies him to serve as a member of our Board of Directors. |

  3. How can I find out the results of the voting at the annual meeting?

    | | Richard Daniels Fastly Committees: Audit Age: 71 has served as a member of our Board of Directors since November 2021. Mr. Daniels retired from Kaiser Permanente, an integrated managed care consortium, in 2020, where he was most recently Executive Vice President & CIO. He serves on the Board of CSAA Insurance Group and is on the Board of the Parkland Center for Clinical Innovation. Mr. Daniels previously served on the Board of SVB Financial Group from October 2020 to November 2024. He also served on the Board of Playworks from December 2015 to January 2023. Before Kaiser Permanente, Mr. Daniels held technology leadership roles at Capital One and JPMorgan. Mr. Daniels holds a B.A.Sc. in Business Administration and Management from Texas State University. We believe that Mr. Daniels is qualified to serve as a member of our Board of Directors because of his leadership experience in technology roles, service as a member of the board of directors for other companies, and deep knowledge of information security risks. |

  4. Directors Continuing in Office Until the 2027 Annual Meeting

    Directors Continuing in Office Until the 2027 Annual Meeting

  5. Directors Continuing in Office Until the 2027 Annual Meeting

    | | David Hornik Fastly Committees: Compensation, Nominating and Corporate Governance Age: 58 has served as the Chairperson of our Board of Directors since April 2023, Lead Independent Director of our Board of Directors from February 2020 to April 2023, and as a member of our Board of Directors since February 2013. Mr. Hornik has been a partner at Lobby Capital and August Capital, venture capital funds, since 2021 and 2000, respectively. From January 2019 to March 2022, Mr. Hornik served as a member of the board of directors of Gitlab Inc., a DevSecOps platform delivered as a single application. From August 2004 to September 2017, Mr. Hornik served as a member of the board of directors of Splunk Inc., a software and data solutions company. Mr. Hornik has served as a member of the board of directors of Bill.com, a cloud-based software company that automates back-office financial operations, since May 2016. Prior to joining August Capital, Mr. Hornik was an intellectual property and corporate attorney at the law firms of Venture Law Group and Perkins Coie LLP, and a litigator at the law firm of Cravath, Swaine & Moore LLP. Mr. Hornik holds an A.B. from Stanford University, an M.Phil from Cambridge University and a J.D. from Harvard Law School. We believe that Mr. Hornik is qualified to serve as a member of our Board of Directors because of his extensive experience with technology companies in our industry, his service on public and private company boards, and the historical knowledge and continuity he brings to our Board of Directors. | | | Charles Meyers Fastly Committees: Compensation Age: 60 has served as a member of our Board of Directors since July 2021. Mr. Meyers has served as the Executive Chairman of Equinix, Inc., a provider of network colocation, interconnection, and managed services, since June 2024. He previously served as President and Chief Executive Officer from September 2018 to June 2024, President, Strategy, Services & Innovation, as well as Chief Operating Officer, after joining Equinix in 2010 as President, Americas Region. Mr. Meyers also previously held senior operating roles at Level 3 Communications and Verisign and was a member of the pre-IPO executive team at Internet Security Systems. Mr. Meyers holds a B.S. in Chemical Engineering from the University of Colorado Boulder, an M.S. in Engineering Management from Northwestern University, and an M.B.A. in Marketing, Strategy from the Northwestern University Kellogg School of Management. We believe that Mr. Meyers’ leadership experience in the technology industry and his deep knowledge of cybersecurity risks faced by leading telecommunications and information technology companies qualifies him to serve on our Board of Directors. | | | Vanessa Smith Fastly Committees: Nominating and Corporate Governance Age: 50 has served as a member of our Board of Directors since November 2021. Since October 2025, Ms. Smith has served as Chief Corporate Affairs Officer for ServiceNow, Inc., a software company, in addition to serving as President of ServiceNow.org since May 2023, Ms. Smith previously served as Senior Vice President of Industries at ServiceNow, Inc. from September 2020 to May 2023. From October 2004 to August 2020, Ms. Smith served in a variety of go-to-market roles, most recently Regional Vice President, Strategic Customers and Senior Vice President, Human Capital Management LOB, for SAP, a software company. She holds a B.S. in Commerce from The McIntire School of Commerce at the University of Virginia and an M.B.A. from The Robert H. Smith School of Business at the University of Maryland. We believe that Ms. Smith’s leadership experience in technology and go-to-market roles and her experience in human capital management qualifies her to serve on our Board of Directors. |

  6. Directors Continuing in Office Until the 2028 Annual Meeting

    Directors Continuing in Office Until the 2028 Annual Meeting

  7. Directors Continuing in Office Until the 2028 Annual Meeting

    | | Artur Bergman Fastly Committees: None Age: 46 has served as our Chief Technology Officer since April 2024. He served as our Chief Architect from February 2020 to April 2024, as our Chief Executive Officer from Fastly’s founding in March 2011 until February 2020, Chairperson of the Board of Directors from February 2020 to April 2023, and as a member of our Board of Directors since March 2011. From September 2007 to June 2011, Mr. Bergman served as Manager, Vice President, then Chief Technology Officer of Wikia, Inc., a global community knowledge-sharing platform. From November 2005 to March 2007, Mr. Bergman served as Engineering Manager for Six Apart Ltd., a social networking service. From the second half of 2003 to August 2005, Mr. Bergman served as Engineering Manager of Fotango, Ltd., a subsidiary of Canon Europe. We believe that Mr. Bergman is qualified to serve as a member of our Board of Directors because of his industry knowledge, his experience as our founder, and his leadership experience and deep technical expertise, including with respect to protecting against, understanding, and responding to cybersecurity risks. | | | Paula Loop Fastly Committees: Audit, Nominating and Corporate Governance Age: 64 has served as a member of our Board of Directors since July 2021. Ms. Loop previously served as an Assurance Partner at PricewaterhouseCoopers LLP, an international professional services accounting firm, where her career spanned over 30 years. At PwC she served on the Board of Partners as the Risk and Quality Committee chair and was the leader of PwC’s Governance Insights Center. She was also previously the New York Metro Regional Assurance Leader leading one of PwC’s largest Assurance practices. She has served as a director of APi Group, a construction equipment and services company, since March 2022 and Robinhood Markets, a financial services company, since June 2021. Ms. Loop holds a B.S. in Business Administration from the University of California at Berkeley. We believe that Ms. Loop is qualified to serve as a member of our Board of Directors because of her significant experience working with boards and audit committees across multiple markets and industry sectors on governance, accounting, sustainability, and SEC reporting matters. | | | Christopher B. Paisley Fastly Committees: Audit, Nominating and Corporate Governance Age: 73 has served as a member of our Board of Directors since July 2018. Since January 2001, Mr. Paisley has served as the Dean’s Executive Professor of Accounting at the Leavey School of Business at Santa Clara University. Mr. Paisley also serves as lead independent director of Equinix, Inc., a provider of network colocation, interconnection, and managed services, since July 2007, and a member of the board of directors of Ambarella, Inc., a developer of low-power, high-definition video compression and image processing semiconductors, since August 2012. Mr. Paisley previously served as a director of Fortinet, Inc., a cybersecurity software company, from 2004 until May 2021, and as Chief Financial Officer and a director of Enterprise 4.0 Technology Acquisition Corp., a special purpose acquisition corporation from May 2021 to March 2023. Mr. Paisley holds a B.A. in business economics from the University of California at Santa Barbara and an M.B.A. from the Anderson School at the University of California at Los Angeles. We believe that Mr. Paisley’s substantial experience in the technology industry and his service on public company boards and audit committees qualifies him to serve on our Board of Directors. |

  8. INFORMATION REGARDING THE BOARD OF DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

    INFORMATION REGARDING THE BOARD OF DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

  9. Compensation Committee

    | • | reviewing and recommending to our Board of Directors the compensation of our non-employee directors; |

  10. 2025 Chief Executive Officer and Leadership Transitions

    2025 Chief Executive Officer and Leadership Transitions In mid-2025, we experienced several transitions among our Named Executive Officers. Todd Nightingale, our former Chief Executive Officer, resigned in June 2025. Mr. Nightingale’s Voluntary Resignation (as defined in the Nightingale Employment Agreement, as discussed in “Employment Arrangements–Todd Nightingale”, below) resulted in forfeiture of all unvested equity awards at the time of his departure. The Board of Directors promoted Mr. Compton, who was then serving as our Chief Product Officer, to serve as Chief Executive Officer. The Compensation Committee took several actions to set a new, competitive pay package for Mr. Compton upon his promotion to CEO including a review of competitive market data in consultation with the Compensation Committee’s independent compensation consultant. In February, prior to being promoted to CEO, Mr. Compton did not have any adjustments to his cash compensation as Chief Product Officer and received a $2.0 million annual equity grant split between time-based restricted stock units (“RSUs”) and performance-based restricted stock units (“PSUs”) in a mix consistent with that of our other officers who were not considered Named Executive Officers in 2025. In connection with Mr. Compton’s promotion, the Compensation Committee adjusted his compensation, including a salary increase to $500,000, a target bonus opportunity increase to $500,000, and a $5.0 million promotional equity grant delivered in a combination of RSUs and PSUs consistent with our annual refresh long-term incentive mix for the CEO. The values of Mr. Compton’s annual and promotional equity awards described above do not represent grant date fair value and instead were converted to shares using a $9.31 and $9.00 conversion price, respectively. The Compensation Committee approved conversion of equity grants to a number of shares in 2025 based on the greater of (i) the average share price of our common stock for the 30 calendar days prior to the grant date or (ii) $9.00. The Compensation Committee approved this $9.00 per share floor to manage our “burn rate” or share usage during a period of stock price volatility for the Company.

  11. 2025 “Say-on-Pay” Advisory Stockholder Vote on Executive Compensation & Stockholder Engagement

    2025 “Say-on-Pay” Advisory Stockholder Vote on Executive Compensation & Stockholder Engagement In calendar year 2025, stockholders were provided with the opportunity to cast a non-binding advisory vote (a “say-on-pay” proposal) on the compensation of our Named Executive Officers for fiscal year 2024. Our stockholders approved this say-on-pay proposal with 59.6% of votes in favor of our executive compensation program (excluding broker non-votes). This was the second consecutive year of improvement in our say-on-pay vote following the 47.1% support in 2023 covering compensation actions for our Named Executive Officers for fiscal 2022. The Compensation Committee and our full Board of Directors take say-on-pay vote outcomes seriously, value the feedback from stockholders, and continue to make changes to our compensation programs that respond to that feedback and support our business strategy. Similar to the process used in late 2023 and 2024, to better understand this vote result and stockholder concerns, the Compensation Committee continued stockholder outreach in late 2025 and throughout the year. This outreach was done to solicit feedback and ensure that we received insight into the issues that were most important to our stockholders. These engagement sessions were instructive, and we expect to continue to engage with our stockholders as we evolve our compensation and governance. In late 2025, we contacted 20 of our institutional stockholders representing an aggregate of approximately 51% of our outstanding common stock and met with institutional stockholders representing an aggregate of approximately 17% of our outstanding common stock. The discussions were led by the chair of our Board of Directors, David Hornik, and the chair of our Compensation Committee, Charles Meyers, both independent directors of the Company, with members of management available to support the discussions. The team met with governance professionals from passive funds as well as investment professionals from active funds. Over the course of these meetings with our institutional stockholders, we received valuable feedback on our executive compensation and governance programs, policies, and practices. The feedback during 2025 was consistent with the themes heard in prior years described in the table below. In multiple meetings of the Compensation Committee beginning in 2023 through early 2026, the Compensation Committee worked with their independent compensation consultant to review this feedback and consider how to incorporate it into our compensation programs. The Compensation Committee and management annually review the mix of PSUs in our annual long-term incentive (“LTI”) equity program and identify new metrics that support the Company’s strategy for incorporation into our performance-based annual equity grants. This process is responsive to our stockholders’ feedback while balancing the need for leadership continuity and stability during periods of volatility, and maintaining focus on the revenue and profitability goals that remain important to our growth and success.

  12. 2025 “Say-on-Pay” Advisory Stockholder Vote on Executive Compensation & Stockholder Engagement

    | What We Heard from Stockholders | What We Did | Rationale and Other Context | | Design of PSUs Stockholders expressed a preference for diversified metrics and multi-year performance measurement periods creating differentiation with annual incentive programs | • Added rTSR PSUs (2025) • Adjusted Financial PSU metrics to capture additional measures aligned with value creation and business strategy: committed monthly recurring revenue (“CMRR”) and free cash flow (“FCF”), which will make up a majority of the Financial PSUs’ performance measurement (2026) | These changes are responsive to stockholder feedback by (i) introducing a three-year performance period to align with stockholder interests and experiences over a longer time horizon and (ii) meaningfully reducing the overlap between the short-term incentive and long-term incentive equity grants. The Financial PSUs, following the design changes made in 2026, continue to measure and focus on revenue growth goals, a critical business metric. These Financial PSUs now also include other operational metrics (CMRR and FCF) that are important drivers of stockholder value creation. The company continues to measure financial goals over a one-year period due to the broader macroeconomic challenges in forecasting long-term goals. The Compensation Committee will continue to evaluate the design of the PSUs with respect to the metrics and weightings over time. |

  13. 2025 “Say-on-Pay” Advisory Stockholder Vote on Executive Compensation & Stockholder Engagement

    | What We Heard from Stockholders | What We Did | Rationale and Other Context | | Mix of Performance-Based LTI Stockholders expressed a preference for 50% performance-based LTI | CEO Annual PSU Mix: • Increased to 60% from 50% (2024) • Decreased to 50% (2025) • Maintained at 50% (2026) Non-CEO Named Executive Officers’ Annual PSU Mix: • Increased to 40% from 30% (2025) • Increased to 50% (2026) | The Compensation Committee annually assesses the mix of the Named Executive Officers’ LTI equity grants and percentage that is connected to performance-based vesting conditions. The Compensation Committee has gradually increased the annual mix of PSUs awarded (based on target value) to our non-CEO Named Executive Officers in order to align with stockholder feedback. The Compensation Committee revisits the CEO annual LTI equity grant mix each year. The Compensation Committee initially elected to increase the CEO’s annual mix of PSUs to 60% in 2024 in direct response to stockholder feedback received in 2023. However, with the introduction of the rTSR PSUs measured over a three-year period, the Compensation Committee adjusted the CEO’s mix of PSUs back to 50% in 2025. This was done to enhance the annual LTI program’s stability at a time of volatility for the Company, while considering the changes made to the design of PSUs. This also aligns the CEO’s LTI equity grant mix with the LTI equity grant mix adjustments made to non-CEO Named Executive Officers’ grants that were implemented in 2026. In 2025 and 2026, the Compensation Committee increased the percentage of PSUs in the LTI equity grant mix for the non-CEO Named Executive Officers. In 2026, the Compensation Committee elected to grant all Named Executive Officers their annual LTI equity at a mix of 50% PSUs (based on target value). This resulted in all eligible Named Executive Officers having the same annual LTI equity grant mix in 2026 (based on target value of PSUs): 50% time-based RSUs, 35% Financial PSUs, and 15% rTSR PSUs. These changes enhanced the performance orientation of our Named Executive Officers’ compensation. The Compensation Committee considered several factors when arriving at this approach, including stockholder feedback and the competitive market context for similarly sized industry peers. The Compensation Committee will continue to evaluate the mix of PSUs to ensure a strong pay-for-performance orientation. |

  14. 2025 Compensation Highlights

    | • | Did Not Make Changes to Cash and Annual Incentive (Bonus) Compensation for 2025 Outside of Leadership Transitions: The Compensation Committee made no changes to cash and annual incentive (bonus) compensation for 2025 outside of the changes made in connection with the leadership transitions described in Executive Summary—2025 Chief Executive Officer and Leadership Transitions and Fiscal Year 2025 Annual Long-Term Incentive Equity—August 2025 CEO and President, Go to Market Promotional Equity Awards. |

  15. 2025 Compensation Highlights

    | • | Did Not Make Increases to Annual Equity Grant Values for 2025 Outside of Leadership Transitions: The Compensation Committee made no change to Mr. Bergman’s annual equity grant and decreased annual equity awards made in early 2025 to Messrs. Nightingale and Kisling. These decisions reflect a comprehensive evaluation of both Company performance milestones and individual executive performance. |

  16. 2025 Compensation Highlights

    | • | Maintained At Least 50% of CEO’s Equity Tied to Performance-based Vesting Conditions: For 2025, the Compensation Committee granted 50% of our CEO’s promotional equity in the form of PSUs and intends to continue to grant at least 50% of the CEO’s annual refresh equity in the form of performance-based equity. |

  17. 2025 Compensation Highlights

    | • | Introduced New Metric to our PSUs: Relative TSR (“rTSR”) measured against the Russell 2000 Index over three years was added to our PSUs (“rTSR PSUs”) granted in 2025. This metric diversified both types of measures used in our plans (to include market performance) and introduced a longer performance period for a portion of the annual performance-based equity. |

  18. 2025 Compensation Highlights

    | • | Earned Above Target Incentive Outcomes for 2025 Full Year Performance: At the end of 2025, the annual incentive (bonus) and PSUs based on revenue and profitability goals (“Financial PSUs”) were achieved at 135.4% of target based on the financial goals established at the beginning of 2025 and reflect the strong performance referenced in the Business Highlights section above. |

  19. Preview of Changes for Fiscal Year 2026

    | • | Introducing two new Financial PSU metrics that measure both top- and bottom-line performance to meaningfully reduce overlap with the annual incentive measures: CMRR and FCF. These two metrics will make up a majority of the Financial PSUs’ performance measurement beginning in 2026: |

  20. Preview of Changes for Fiscal Year 2026

    | | 2025 | 2026 | | Performance Measure for Financial PSUs | • 66.7% Revenue • 33.3% Non-GAAP Operating Loss % of Revenue | • 34% Revenue • 33% CMRR • 33% FCF |

  21. Preview of Changes for Fiscal Year 2026

    | • | All our eligible Named Executive Officers’ annual refresh LTI awards in 2026 consisted of 15% rTSR PSUs measured over three years, 35% Financial PSUs based on revenue, CMRR, and FCF, and 50% time-based RSUs. |

  22. Compensation Philosophy and Objectives

    | • | Balancing short- and long-term corporate goals and strategy. |

  23. What we do

    | Link Pay to Performance | We link pay to performance by delivering a substantial portion of total compensation for our executive officers in the form of annual and long-term incentive programs. | | Engage with independent compensation consultant | Our Compensation Committee directly engages an independent compensation consultant to provide analysis for the annual executive compensation review and guidance on other executive compensation matters independent of management. | | Double-Trigger acceleration | Equity awards held by our Named Executive Officers provide for “double-trigger” acceleration meaning that vesting accelerates only in the event of a change in control of the Company plus a qualifying termination of employment. | | Robust Ownership Guidelines | We require our Named Executive Officers and non-employee directors to acquire and maintain a meaningful equity stake in the Company through robust ownership guidelines. | | Maintain a Clawback Policy | We maintain a clawback policy applicable to all Named Executive Officers for incentive compensation (cash and equity). | | Set rigorous and measurable performance goals | Our Named Executive Officers are eligible for LTI opportunities based on rigorous and measurable performance goals. | | Annual Say-on-Pay Vote | Our stockholders are provided with the opportunity to cast a non-binding advisory vote on the compensation of our Named Executive Officers. | | Engage with stockholders on compensation and governance matters | Our Compensation Committee conducted stockholder outreach to discuss our executive compensation and governance program, policies, and practices, and to solicit feedback to ensure that we received insight into the issues that were most important to our stockholders. |

  24. What we do

    | Consider Peer Group and Market Data | Our Compensation Committee, with support from its independent compensation consultant, reviews competitive market data and selects companies to include in our peer group. | | Provide Limited Perquisites | We do not generally provide perquisites or other personal benefits to our executive officers, including the Named Executive Officers. |

  25. What we do not do

    | • | We do not provide guaranteed bonuses to our executive officers. |

  26. What we do not do

    | • | We do not provide any excise tax reimbursement payments (including “gross-ups”) with respect to payments or benefits contingent upon a change in control of our Company. |

  27. What we do not do

    | • | We do not offer pension arrangements, or nonqualified deferred compensation plans or arrangements to our executive officers, other than our 401(k) plan, which is open to all United States salaried employees. |

  28. What we do not do

    | • | We do not strictly benchmark compensation to a specific percentile of our compensation peer group. |

  29. What we do not do

    | • | We do not provide “single-trigger” acceleration of equity awards upon a change in control of the Company. |

  30. Executive Compensation Program Design

    Executive Compensation Program Design Our Compensation Committee believes that executive compensation should be linked to our overall financial performance, strategic success, and stockholder returns. Our Compensation Committee evaluates our compensation philosophy and executive compensation program annually to ensure that our program remains competitive relative to our market for executive talent and aligned with our strategic objectives. By delivering compensation in a mix of fixed and variable pay, including long-term vesting equity awards, we seek to align the incentives of our Named Executive Officers with achievement of our long-term business objectives and financial performance that drives sustained stockholder value creation. To support our long-term objectives and reinforce a strong pay-for-performance culture, a majority of the target total direct compensation for our Named Executive Officers is awarded in the form of equity. Our Named Executive Officers are eligible to receive RSUs and PSUs based on their individual contributions and performance during each fiscal year. Our Compensation Committee believes that this emphasis on equity rather than cash incentives tied to short-term objectives is an effective approach for reinforcing our objective of long-term stockholder value creation. We also offer our Named Executive Officers standard health and welfare benefits and retirement plan benefits that are generally available to our other employees, including medical, dental, vision, life and disability insurance and, for United States salaried employees, participation in our 401(k) plan. Our Named Executive Officers may also participate in our 2019 Employee Stock Purchase Plan (“ESPP”) on the same basis as our other employees. Certain of our Named Executive Officers were also eligible to participate in our 2025 Bonus Program (the “2025 Bonus Program”) on the same basis as our other employees. For 2025, the material recurring elements of our executive compensation program were:

  31. Executive Compensation Program Design

    | Compensation Element | Relationship to Business Objectives | | Base Salary | Base salaries are set to be competitive within our industry and are important in attracting and retaining talented executives. Base salaries may be adjusted based on numerous factors, including a change in a Named Executive Officer’s responsibilities, demonstrated performance or relevant competitive market data. | | Annual Incentive | In 2025, our Named Executive Officers, except for Mr. Lovett, were eligible for annual incentives tied to our level of achievement of annual revenue and profitability goals pursuant to our 2025 Bonus Program. Awards under the 2025 Bonus Program were paid as fully vested RSUs. Mr. Lovett was eligible to participate in our Commission Plan (as defined below), which tied his annual compensation directly to achievement of certain sales metrics. | | Annual Long-Term Incentive Equity | In our annual LTI design, we primarily rely on a combination of PSUs and time-based RSUs. All our Named Executive Officers, except for Mr. Wong who was not employed by us when we granted our annual refresh equity in February and March 2025, received both PSUs and RSUs in 2025. PSUs represent 50% of the annual refresh LTI opportunity for our CEO, and RSUs represent the other 50% of the CEO’s annual refresh LTI opportunity. PSUs represent 40% of the annual refresh LTI opportunity for our other Named Executive Officers, and RSUs represent the other 60% of their annual refresh LTI opportunity. As further described in “Employment Arrangements–Artur Bergman” below, Mr. Bergman was eligible to make an election to receive equity in the form of (i) a stock option grant or (ii) restricted stock units (which may include RSUs and PSUs) on the same terms as generally applicable to other senior Company executives for such year. Mr. Bergman elected restricted stock units for 2025. The Company may grant equity awards, as needed, outside of our annual refresh long-term incentives in connection with promotions, hiring, and other purposes as the Compensation Committee may deem appropriate. These grants may be made in a combination of time-based RSUs and performance-based PSUs depending on the context of each grant (see “August 2025 CEO and President, Go to Market Promotional Equity Awards” and “Chief Financial Officer Equity Awards” below for details on equity awards tied to leadership transitions in 2025). | | Benefits | We offer competitive health and welfare benefits, as well as participation in the ESPP, 401(k) plan for United States employees, and other employee benefit plans. |

  32. Fiscal Year 2025 Target Pay Mix

    Fiscal Year 2025 Target Pay Mix Consistent with our philosophy of aligning executive pay with the short-term and long-term performance of the Company, and to align the interests of management and stockholders, our compensation program is designed to provide the majority of executive compensation in the form of variable pay for which the ultimate value realized is based on the Company’s performance. Our Compensation Committee thoughtfully employs the primary compensation elements described in the above table to achieve these objectives. In fiscal year 2025, our reliance on performance-based cash and equity incentives and time-based RSUs delivered a majority of the target total direct compensation for our Named Executive Officers in variable pay, subject to variability in realized pay based on changes in our financial performance and/or stockholder returns, as illustrated below. Mr. Compton’s target pay mix reflects the compensation adjustments made in connection with his appointment as CEO on June 16, 2025. His 2025 cash compensation reflects his transition from Chief Product Officer to CEO, with both his salary and target bonus prorated to account for the portion of the year served in each position. His equity values include both the annual equity awards granted in March 2025 when he served as our Chief Product Officer and the promotional awards granted in August 2025 in connection with his appointment to CEO. The target PSU and RSU values for Mr. Lovett, which are included in the Average Non-CEO NEO chart, reflect both the annual equity awards granted in March 2025 when he served as our Chief Revenue Officer and the promotional awards granted in August 2025 in connection with his appointment to President, Go to Market. The fiscal year 2025 target pay mix for Mr. Wong, as included in the Average Non-CEO NEO chart, reflects his annualized base salary and annualized target bonus. However, the equity component for Mr. Wong reflects the full value of his one-time inducement RSU award granted in connection with his appointment as Chief Financial Officer. We have excluded our former CEO and former CFO from the charts below.

  33. Determination of Compensation Awards

    | • | market data, including practices among companies in our compensation peer group; |

  34. Role of the Consultant

    Role of the Consultant The Compensation Committee may engage the services of outside advisors, experts and others to assist the Compensation Committee. During 2025, the Compensation Committee retained the services of Semler Brossy, a national executive compensation consultant, to advise the Compensation Committee on compensation matters related to our executive and director compensation programs. In 2025, Semler Brossy provided the following support:

  35. Role of the Consultant

    | • | assisted in the review and updating of our compensation peer group; |

  36. Role of the Consultant

    | • | analyzed the executive compensation levels and practices of the companies in our compensation peer group; |

  37. Role of the Consultant

    | • | provided advice with respect to compensation best practices and market trends for executive officers and directors; |

  38. Role of the Consultant

    | • | reviewed and provided input on our Compensation Discussion and Analysis; |

  39. Role of the Consultant

    | • | assisted with the design of the short-term and long-term incentive compensation plans with appropriate performance goals and targets for our Named Executive Officers and other executive officers; |

  40. Role of the Consultant

    | • | assisted the Compensation Committee in reviewing our stockholder feedback in light of our 2025 “say-on-pay” vote and determining potential responses for 2026; and |

  41. Role of the Consultant

    | • | provided ad hoc advice and support throughout the year. |

  42. Role of the Consultant

    Semler Brossy reported to and worked for the Compensation Committee. Prior to engaging Semler Brossy, the Compensation Committee considered the specific independence factors adopted by the SEC and Nasdaq and determined that Semler Brossy is independent and that Semler Brossy’s work did not raise any conflicts of interest.

  43. Role of Competitive Market Data

    Role of Competitive Market Data As part of its annual compensation review process, the Compensation Committee generally reviews competitive market data for positions comparable to those of our Named Executive Officers and other key executive officers. In August 2024, the Compensation Committee, with support from Semler Brossy, reviewed our executive compensation peer group. In selecting companies for inclusion in our peer group, the Compensation Committee generally seeks to include U.S. headquartered competitors, as well as cloud-based enterprise and security software companies between 33% to 300% of our market capitalization and with approximately 33% to 300% of our revenue. At the time of the analysis, the resulting compensation peer group had median trailing four-quarter revenues of approximately $594 million and a 90-day average market capitalization as of August 1, 2024 of approximately $2.76 billion compared to our trailing four-quarter revenues of $522 million (positioned slightly below the 40th percentile) and a 90-day average market capitalization of $1.07 billion (positioned at the 15th percentile). For making 2025 compensation decisions, the Compensation Committee reviewed market data from the following compensation peer group, which reflected the removal of two companies (Alteryx, Inc. and Everbridge, Inc.) from and the addition of two companies (PagerDuty, Inc. and Jamf Holding Corp.) to the peer group used for 2024 compensation decisions. Following their acquisitions, Alteryx, Inc. and Everbridge, Inc. were replaced with PagerDuty, Inc. and Jamf Holding Corp., both of which satisfied the Compensation Committee’s selection criteria and fell near the median revenue of our other peer companies.

  44. Role of Competitive Market Data

    | • | 8x8, Inc. (EGHT) | • | PagerDuty, Inc. (PD) | | • | AppFolio, Inc. (APPF) | • | Rapid7, Inc. (RPD) | | • | BigCommerce Holdings, Inc. (BIGC) | • | Semrush Holdings, Inc. (SEMR) | | • | BlackLine, Inc. (BL) | • | Smartsheet, Inc. (SMAR) | | • | DigitalOcean Holdings, Inc. (DOCN) | • | Tenable Holdings, Inc. (TENB) | | • | Five9 Inc. (FIVN) | • | Varonis Systems, Inc. (VRNS) | | • | Jamf Holding Corp. (JAMF) | • | Yext, Inc. (YEXT) | | • | JFrog Ltd. (FROG) | • | Zuora, Inc. (ZUO) |

  45. Role of Competitive Market Data

    The Compensation Committee evaluates the compensation peer group annually and modifies the peer group as needed. Given that not all of the peer companies report data for a position comparable to each of our executive officers, the Compensation Committee also reviewed market data from the Radford McLagan Compensation Database. Our Compensation Committee utilizes market data as one reference point along with various other factors, such as the individual’s performance, experience, and competitive market conditions in making compensation decisions. As such, the Compensation Committee does not commit to setting our executive pay levels at any particular percentile of the compensation peer group. To assess the competitiveness of our total direct compensation, the Compensation Committee references the total direct compensation at companies in our compensation peer group. However, the Compensation Committee does not specifically benchmark the compensation of any individual to a precise percentile within this general percentile range. In addition, the Compensation Committee does not have a set formula by which it determines how much of the Named Executive Officer’s compensation is fixed (i.e., base salary) rather than variable.

  46. Base Salary

    In November 2024, Mr. Bergman elected to receive a reimbursement for private aircraft usage for his business travel and a grant of RSUs in February 2025 in lieu of approximately 89% of his base salary for 2025, which would otherwise have been paid in cash. After making this election, his 2025 base salary was $56,485, instead of $500,000. The eligible reimbursement amount for private aircraft usage for Mr. Bergman’s business travel was $221,758 (any unused portion of which is forfeited at the end of the year). The RSUs granted in lieu of base salary vested as to 25% of the total RSUs on February 15, 2025, and thereafter as to 25% of the RSUs on May 15, 2025, August 15, 2025, and November 15, 2025. The target value of the base salary minus reimbursement for private aircraft usage for Mr. Bergman was converted into a number of RSUs based on $9.77, the average of the closing prices of our common stock during the calendar month prior to the month in which the grant date occurred. Pursuant to his current offer letter agreement, Mr. Bergman may elect a similar base salary reduction and corresponding reimbursement for private aircraft usage and RSU award with a value based on the amount of such reduction, in subsequent years as long as an irrevocable election to reduce salary is made by the end of November of the year prior to the year in which base salary is to be reduced. In no event may Mr. Bergman elect to reduce base salary below the applicable minimum wage. The amounts set forth in the table above reflect his base salary and do not give effect to this salary reduction. See “Employment Arrangements” below for additional information.

  47. Annual Incentive

    Annual Incentive During fiscal year 2025, Messrs. Compton, Bergman, Wong, Nightingale, and Kisling were eligible to earn annual incentives under our 2025 Bonus Program to encourage the achievement of corporate objectives and reinforce our pay-for-performance culture. In February 2025, our Compensation Committee approved target bonus amounts for Messrs. Nightingale, Bergman, and Kisling to be paid out in fully vested RSUs. In August and September 2025, our Compensation Committee approved target bonus amounts for Messrs. Compton and Wong, in connection with their appointments as CEO and Chief Financial Officer, respectively. The table below reflects the target dollar amount (“Target Bonus”) to be paid out in the form of fully vested RSUs eligible to be earned by each of Messrs. Compton, Bergman, Wong, Nightingale, and Kisling.

  48. Annual Incentive

    | Executive | Target Bonus | | Charles Compton(1) | $500,000 | | Artur Bergman | $165,000 | | Richard Wong(2) | $315,000 | | Todd Nightingale(3) | $600,000 | | Ronald Kisling(4) | $150,000 |

  49. Annual Incentive

    | (1) Mr. Compton served as our CEO from June 16, 2025. The amount shown in this table is his 2025 CEO Target Bonus and does not reflect proration due to his start date. For Mr. Compton’s service as our Chief Product Officer prior to June 16, 2025, his 2025 Target Bonus was $200,000. His prorated 2025 Target Bonus is $363,562. |

  50. Annual Incentive

    | (2) Mr. Wong served as our Chief Financial Officer from August 11, 2025. The amount shown in this table is his 2025 Target Bonus and does not reflect proration due to his start date. His prorated 2025 Target Bonus is $123,417. |

  51. Annual Incentive

    | (3) Mr. Nightingale resigned from his position as CEO effective June 16, 2025 and did not receive any portion of his Target Bonus. |

  52. Annual Incentive

    | (4) Mr. Kisling ceased serving as our Chief Financial Officer on August 11, 2025 and did not receive any portion of his Target Bonus. |

  53. Annual Incentive

    The 2025 Bonus Program was based on our level of revenue achievement and a non-GAAP operating loss as a percentage of revenue goal for the year, with revenue weighted 66.7% and non-GAAP operating loss as a percentage of revenue weighted 33.3% (See Appendix A for a reconciliation of non-GAAP operating loss). The Compensation Committee believes that revenue and non-GAAP operating loss as a percentage of revenue goals were appropriate measures given our emphasis on growth and the importance of revenue growth and reduction of operating expenses as a driver of our overall financial performance. For fiscal year 2025, the Compensation Committee established a target revenue goal of $600.0 million, representing a 10.36% year-over-year growth rate over the $543.7 million in actual revenue achieved in fiscal year 2024. In February 2025, the Compensation Committee approved the following threshold, target and maximum performance goals that were used to determine the payouts, with achievement between threshold, target and maximum payout to be determined linearly (“2025 Objectives”):

  54. Annual Incentive

    | Revenue Performance Goal | | | | | | | Threshold 50% Payout | Target 100% Payout | Max 150% Payout | Actual Achievement | Payout Factor | Weighted Payout Factor | | $557.4M | $600.0M | $642.6M | $624M | 128.2% | 85.4% of Target |

  55. Annual Incentive

    | Non-GAAP Operating Loss% of Revenue Goal | | | | | | | Threshold 50% Payout | Target 100% Payout | Max 150% Payout | Actual Achievement | Payout Factor | Weighted Payout Factor | | -4.8% | -1.6% | 1.1% | 3.6% | 150.0% | 50.0% of Target |

  56. Annual Incentive

    In February 2026, our Compensation Committee determined that, based on our actual achievement of the 2025 Objectives, the Company achieved payout factors of 128.2% (between threshold and maximum) on its revenue metric and achieved 150.0% (the maximum) on its non-GAAP operating loss as a percentage of revenue metric. After applying a 66.7% weighting to the revenue payout factor of 128.2%, and a 33.3% weighting to the non-GAAP operating loss as a percentage of revenue payout factor of 150.0%, Messrs. Compton, Bergman, and Wong were eligible to receive 135.4% of their respective Target Bonuses, as prorated for Mr. Compton and Mr. Wong. Please see the 2025 Summary Compensation Table below for the actual amounts paid to our Named Executive Officers in the form of fully-vested RSUs. Mr. Kisling did not receive any fully vested RSUs under the 2025 Bonus Plan, but as described in Employment Arrangements—Ronald Kisling, below, Mr. Kisling received a lump sum cash severance payment in the amount of 75% of his Target Bonus under the 2025 Bonus Program and 9 months of his base salary as set forth in the Kisling Separation Agreement. Please see the 2025 Summary Compensation Table below for the actual amounts paid to our Named Executive Officers in the form of fully-vested RSUs.

  57. Equity Compensation

    Equity Compensation As a high-growth company in a dynamic market sector, we believe that stock awards with multi-year vesting are an effective tool for motivating our Named Executive Officers to drive long-term stockholder value. A majority of the target total direct compensation opportunity provided to our Named Executive Officers was awarded in RSUs with multi-year vesting requirements and PSUs tied to the achievement of certain corporate objectives. This program reflects the Compensation Committee’s goal of maintaining strong alignment between pay and performance for our most senior leaders. As further described in “Employment Arrangements–Artur Bergman” below, Mr. Bergman may make an election to receive his annual equity refresh in the form of (i) a stock option grant or (ii) restricted stock units (which may include RSUs and PSUs) on the same terms as generally applicable to other senior Fastly executives for such year.

  58. Fiscal Year 2025 Annual Long-Term Incentive Equity

    Fiscal Year 2025 Annual Long-Term Incentive Equity In February and March 2025, we granted annual long-term incentive equity awards with multi-year vesting requirements to incentivize and reward our Named Executive Officers for long-term corporate performance. The annual equity awards granted to our Named Executive Officers were determined by our Compensation Committee after reviewing data from competitive market analyses prepared by Semler Brossy. In addition, our Compensation Committee considers the input of our CEO regarding the individual performance and pay levels for his direct reports. For fiscal year 2025 annual grants, approximately 40% of the target annual equity value awarded to Messrs. Bergman, Kisling, and Lovett was granted in the form of PSUs, which included Financial PSUs (25% of target value) and rTSR PSUs (15% of target value). The remaining 60% of the target annual equity value was granted in the form of time-vesting RSUs. For Mr. Compton (prior to his promotion as CEO, in his role as Chief Product Officer), approximately 30% of his target annual equity value award was granted in the form of Financial PSUs and the remaining in the form of time-vesting RSUs. Mr. Compton did not receive any rTSR PSUs while he served as Chief Product Officer. Mr. Nightingale was granted approximately 50% of the target annual equity value in the form of PSUs, which included Financial PSUs (35% of target value) and rTSR PSUs (15% of target value), and the remaining 50% in the form of time-vesting RSUs. The target dollar value of annual equity approved by the Compensation Committee for Messrs. Compton, Bergman, Kisling, and Nightingale was converted into a number of RSUs and PSUs based on the average closing share price of our common stock for the 30 calendar days prior to February 26, 2025, subject to a $9.00 per share floor as further described below. The target values of the fiscal year 2025 annual grants differ from the grant date fair value of the equity awards determined for accounting purposes. The grant date fair value of the equity awards is reported in the table below, in our 2025 Summary Compensation Table, and in the 2025 Grants of Plan-Based Awards Table. As indicated above, in February and March 2025, we made our annual equity grants to all Named Executive Officers except Mr. Wong, who was not employed by us at the time. Also, Mr. Compton and Mr. Lovett were granted additional LTI equity in connection with their promotions to CEO and President, Go to Market, respectively. Messrs. Compton’s and Lovett’s additional equity compensation is described separately below – August 2025 CEO and President, Go to Market Promotional Equity Awards.

  59. Fiscal Year 2025 Annual Long-Term Incentive Equity

    | Annual Equity Grants | | | | | | | | Executive | Financial PSUs at Target | Financial PSU Grant Date Fair Value(1) | rTSR PSUs at Target | rTSR PSU Grant Date Fair Value(1) | RSU Grant | RSU Grant Date Fair Value(1) | | Charles Compton(2) | 64,446 | $449,833 | — | — | 150,375 | $1,049,618 | | Artur Bergman | 124,462 | $868,745 | 74,677 | $1,090,284 | 298,711 | $2,085,003 | | Scott Lovett(2) | 80,558 | $562,295 | 48,335 | $705,691 | 193,340 | $1,349,513 | | Todd Nightingale(3) | 253,759 | $1,649,434 | 108,754 | $1,464,916 | 362,513 | $2,356,335 | | Ronald Kisling(3) | 67,132 | $468,581 | 40,279 | $588,073 | 161,117 | $1,124,597 |

  60. Fiscal Year 2025 Annual Long-Term Incentive Equity

    | (1) The grant date fair value of RSUs and PSUs is computed in accordance with Financial Accounting Standard Board Accounting Standards Codification Topic 718 for stock-based compensation transactions (“ASC Topic 718”). Assumptions used in the calculation of these amounts are included in Note 10 to our Consolidated Financial Statements included in our Annual Report, filed with the SEC on February 25, 2026. |

  61. Fiscal Year 2025 Annual Long-Term Incentive Equity

    | (2) These do not reflect additional equity grants granted to Mr. Compton or Mr. Lovett in connection with their promotions to CEO and President, Go to Market, respectively. |

  62. Fiscal Year 2025 Annual Long-Term Incentive Equity

    | (3) As described under “Employment Arrangements,” Mr. Nightingale’s awards were forfeited upon his resignation, and Mr. Kisling’s awards were adjusted as set forth in the Kisling Separation Agreement. The numbers in the table above reflect grant date totals. |

  63. Time-Based Vesting RSU Grants

    Time-Based Vesting RSU Grants Time-based vesting RSUs represent the majority of the compensation awarded to our Named Executive Officers, except for Mr. Nightingale, in 2025. The annual RSUs described in the table above were finalized in February and March 2025, and determined by establishing a target value based on competitive market data for companies in our peer group and the competitive market for talent. The target value established by the Compensation Committee was approved based on the greater of (i) the average share price of our common stock for the 30 calendar days prior to February 26, 2025, the expected grant approval date, or (ii) $9.00. These target values differ from the grant date fair value of the equity awards determined for accounting purposes. The grant date fair value of the equity awards is reported below in our 2025 Summary Compensation Table and 2025 Grants of Plan-Based Awards Table. The time-based vesting RSUs granted to Messrs. Compton, Bergman, Lovett, Nightingale, and Kisling have vesting schedules such that 1/12th of the RSUs vested on May 15, 2025 and the remainder vest in 11 quarterly installments thereafter, for a total 36 month vesting period.

  64. Performance-Based PSU Grants

    Performance-Based PSU Grants

  65. Financial PSUs

    Financial PSUs In February and March 2025, our Compensation Committee approved the grant of Financial PSUs based on the 2025 Objectives for Messrs. Compton (prior to his promotion to CEO), Bergman, Lovett, Nightingale, and Kisling. The target value of the Financial PSUs reflected 25% of the total long-term incentive target value for Messrs. Bergman, Lovett, and Kisling, 30% for Mr. Compton, who was not considered a Named Executive Officer at the time, and 35% of the total long-term incentive target value for Mr. Nightingale, taking into consideration competitive market data for companies in our peer group and the competitive market for talent. The target value established by the Compensation Committee was approved based on the greater of (i) the average share price of our common stock for the 30 calendar days prior to February 26, 2025, the expected grant approval date, or (ii) $9.00. This target value differs from the grant date fair value of the equity awards determined for accounting purposes. The grant date fair value of the equity awards is reported below in our 2025 Summary Compensation Table and 2025 Grants of Plan-Based Awards Table. The table above reflects the target number of shares eligible to be earned by each of Messrs. Compton, Bergman, Lovett, Nightingale, and Kisling, with the maximum payout being equal to 150% of target. The Compensation Committee approved the 2025 Objectives, with the same weighting as the objectives used in our 2025 Bonus Program and achievement between threshold, target and maximum payout to be determined linearly. The number of Financial PSUs certified as earned by the Compensation Committee is referred to as the “Actual Award.” The Actual Award vested as to 33% of the Financial PSUs subject thereto on February 28, 2026, and will vest as to 8.375% of the PSUs subject thereto in equal quarterly installments thereafter (occurring in May, August, November, and February), with each quarterly vesting date occurring on the same day of the month as the Certification Date (or, if there is no corresponding day of the month, the last day of the month), in each case, subject to the individual’s continuous service through each applicable vesting date. In February 2026, our Compensation Committee determined that based on our actual achievement of the 2025 Objectives, the Company achieved a payout factor of 128.2% on its revenue metric (between target and maximum) and achieved a payout factor of 150.0% (the maximum) on its non-GAAP operating loss as a percentage of revenue metric (See Appendix A for a reconciliation of non-GAAP operating loss). After applying a 66.7% weighting to the revenue payout factor of 128.2% and a 33.3% weighting to the non-GAAP operating loss as a percentage of revenue payout factor of 150.0%, Messrs. Compton’s, Bergman’s, and Lovett’s 2025 actual award is 135.4% of the Financial PSUs at Target. Mr. Nightingale was ineligible to receive any portion of his Financial PSUs because of his resignation. Mr. Kisling’s Financial PSU award was adjusted pursuant to the Kisling Separation Agreement. See the discussion of – Annual Incentives above for more detailed information on the 2025 Objectives and their achievement.

  66. Financial PSUs

    | Executive | Financial PSUs at Target | Intended PSU Target Value(1) | Financial PSUs Actually Earned | | Charles Compton(2) | 64,446 | $600,000 | 87,259 | | Artur Bergman | 124,462 | $1,158,750 | 168,521 | | Scott Lovett(2) | 80,558 | $750,000 | 109,075 | | Ronald Kisling | 67,132 | $625,000 | 45,448(3) |

  67. Financial PSUs

    | (1) We determine the number of PSUs at target by dividing the Intended PSU Target Value by the average closing trading price of a share of our common stock over the 30 calendar days ending one day prior to the expected date of grant. The grant date fair value of the PSUs is reported in the Grants of Plan-Based Awards Table below. |

  68. Financial PSUs

    | (2) These do not reflect additional Financial PSUs granted to Mr. Compton or Mr. Lovett in connection with their promotions to CEO and President, Go to Market, respectively. |

  69. Financial PSUs

    | (3) Fully vested. As adjusted pursuant to the Kisling Separation Agreement. |

  70. rTSR PSUs

    rTSR PSUs In February and March 2025, our Compensation Committee approved the grant of rTSR PSUs for Messrs. Bergman, Lovett, Nightingale, and Kisling. The target value of rTSR PSUs reflected 15% of the total long-term incentive target value for Messrs. Bergman, Lovett, Nightingale, and Kisling, taking into consideration competitive market data for companies in our peer group and the competitive market for talent. The target value established by the Compensation Committee was approved based on the greater of (i) the average share price of our common stock for the 30 calendar days prior to February 26, 2025, the expected grant approval date and (ii) $9.00. This target value differs from the grant date fair value of the equity awards determined for accounting purposes. The grant date fair value of the equity awards is reported below in our 2025 Summary Compensation Table and 2025 Grants of Plan-Based Awards Table. The table above reflects the target number of shares eligible to be earned by each of Messrs. Bergman, Lovett, Nightingale, and Kisling, with the maximum payout being equal to 300% of target. The rTSR PSUs are subject to a Relative Total Shareholder Return (rTSR) performance condition. The number of shares eligible to be earned is determined by the Company’s TSR relative to the companies comprising the Russell 2000 Index over a three-year performance period commencing on February 26, 2025. The Compensation Committee determined that the Russell 2000 Index provides a robust, useful comparison source that is reflective of broader market performance and representative of other potential investment choices for stockholders. Payouts are determined based on an “Achievement Factor” ranging from 0.5 to 3.0, with the maximum payout being equal to 300% of target for performance at or above the 90th percentile. The table below indicates the relationship between performance attainment and payout for the rTSR PSUs:

  71. rTSR PSUs

    | | Threshold | Target | Target to Maximum | Maximum | | rTSR vs. Russell 2000 Index (Percentile) | 25th percentile | 50th percentile | 75th percentile | ≥90th percentile | | Achievement Factor (as % of target) | 50% | 100% | 200% | 300% |

  72. rTSR PSUs

    If the rTSR percentile achieved at the end of the performance period is between two of the levels above, the Achievement Factor will be determined using linear interpolation. If the percentile achieved falls below the threshold, the achievement factor will be 0%. The Compensation Committee will determine the Achievement Factor as soon as administratively practicable following the end of the performance period, which is February 26, 2028. The performance will only end before the originally scheduled end date of February 26, 2028 in the case of a Change in Control (as defined in the Executive Change in Control and Severance Benefit Plan or the 2022 Change in Control and Severance Benefit Plan, as applicable). In the event of a Change in Control where the awards are assumed, the rTSR PSUs will convert into time-based RSUs at the then-calculated Achievement Factor and vest on the original scheduled end date of February 26, 2028, subject to continued service or qualifying accelerated termination. Mr. Nightingale is ineligible to receive any portion of his rTSR PSUs because of his resignation. Mr. Kisling’s rTSR PSU award was adjusted pursuant to the Kisling Separation Agreement.

  73. August 2025 CEO and President, Go to Market Promotional Equity Awards

    August 2025 CEO and President, Go to Market Promotional Equity Awards In August 2025, following the appointment of Mr. Compton as our Chief Executive Officer, effective June 16, 2025 and Mr. Lovett’s promotion to President, Go to Market, effective August 6, 2025, the Compensation Committee approved additional equity awards to Messrs. Compton and Lovett to align their compensation with their new roles and the competitive market for talent. As described above – “2025 Chief Executive Officer and Leadership Transitions,” Mr. Compton was promoted to the role of CEO, effective June 16, 2025, and the Compensation Committee, after reviewing competitive market data in consultation with Semler Brossy, approved a $5.0 million promotional equity grant. Mr. Compton was granted approximately 50% of the target promotional equity value in the form of PSUs, which included Financial PSUs (35%) and rTSR PSUs (15%), and the remaining 50% in the form of time-vesting RSUs. Mr. Lovett was promoted to the role of President, Go to Market effective August 6, 2025. He had previously served as Chief Revenue Officer since joining Fastly in August 2024. In awarding Mr. Lovett equity awards upon promotion, our Compensation Committee, advised by Semler Brossy, sought to deliver a competitive level of compensation that aligns his yearly equity grant levels with the competitive market for comparable executives among our peer companies. Our Compensation Committee reviewed, with input from Semler Brossy, market data among companies in our compensation peer group. The Compensation Committee also considered Mr. Lovett’s critical role in our go-forward strategy and the importance of retaining him during this period of leadership transition. Based on these considerations, the Compensation Committee approved equity awards with an aggregate target value of $3.5 million. His $1.0 million promotional award was composed of approximately 40% PSUs, which included Financial PSUs (25%) and rTSR PSUs (15%), and the remaining 60% in the form of time-vesting RSUs. In addition, Mr. Lovett was granted an additional Financial PSU grant with a target value of $2.5 million, to act as a retention grant during this period of transition for the Company and to increase the performance orientation of his total pay package. The entirety of this additional PSU grant was tied to the 2025 Objectives, consistent with the revenue and profitability goals used for other Financial PSUs granted to our Named Executive Officers in 2025. The target values established by the Compensation Committee were approved based on $9.00, which was greater than the 30-calendar day trailing average closing trading price of our common stock at the time of each of these promotions and consistent with the methodology used in the Company’s annual long-term incentive equity awards granted in February and March 2025. This target value differs from the grant date fair value of the equity awards determined for accounting purposes. The grant date fair value of the equity awards is reported below in our 2025 Summary Compensation Table and 2025 Grants of Plan-Based Awards Table.

  74. August 2025 CEO and President, Go to Market Promotional Equity Awards

    | August 2025 CEO and President, Go to Market Promotional PSUs | | | | | | | | | Executive | Financial PSUs at Target | Financial PSU Grant Date Fair Value(1)(2) | PSUs Actually Earned | rTSR PSUs at Target | rTSR PSU Grant Date Fair Value(1)(3) | RSU Grant | RSU Grant Date Fair Value(1)(4) | | Charles Compton | 194,444 | $1,359,164 | 263,277 | 83,333 | $1,149,995 | 277,777 | $1,941,661 | | Scott Lovett | 27,777 | $194,161 | 37,610 | 16,666 | $229,991 | 66,666 | $465,995 | | Scott Lovett | 277,777 | $1,941,661 | 376,110 | — | — | — | — |

  75. August 2025 CEO and President, Go to Market Promotional Equity Awards

    | (1) The grant date fair value of RSUs and PSUs is computed in accordance with ASC Topic 718. Assumptions used in the calculation of these amounts are included in Note 10 to our Consolidated Financial Statements included in our Annual Report, filed with the SEC on February 25, 2026. |

  76. August 2025 CEO and President, Go to Market Promotional Equity Awards

    | (2) Consistent with the Financial PSUs granted in February and March 2025, the Financial PSUs granted to Messrs. Compton and Lovett in August 2025 were subject to the same 2025 Objectives, and attainment was certified in February 2026 as described above. |

  77. August 2025 CEO and President, Go to Market Promotional Equity Awards

    | (3) The performance-based vesting conditions for the August 2025 rTSR PSUs granted to Messrs. Compton and Lovett are identical to those applicable to our other executive officers. Specifically, these awards remain subject to the three-year performance period ending February 26, 2028, and their ultimate achievement will be determined by the Company’s relative TSR percentile rank against the Russell 2000 Index, as described above. |

  78. August 2025 CEO and President, Go to Market Promotional Equity Awards

    | (4) These time-based vesting RSUs have vesting schedules such that 1/12th of the RSUs vested on August 15, 2025 and the remainder vest in 11 quarterly installments thereafter, for a total 36 month vesting period. |

  79. Chief Financial Officer Equity Awards

    Chief Financial Officer Equity Awards On August 6, 2025, we announced that Mr. Wong would begin serving as our Chief Financial Officer, effective August 11, 2025. In designing Mr. Wong’s compensation package, our Compensation Committee, advised by Semler Brossy, sought to deliver a competitive level of compensation that aligns with our desired culture and objectives. Our Compensation Committee reviewed, with input from Semler Brossy, market data among companies in our compensation peer group as well as new-hire equity compensation among recently hired Chief Financial Officers of comparable public companies. In addition to market data, our Compensation Committee considered the highly competitive market for a talented, experienced technology executive, the relevance of Mr. Wong’s experience and capabilities, and the fact that he would not receive another equity grant until 2026 due to his start date and our usual equity grant cadence. Based on these considerations, on August 1, 2025, the Compensation Committee approved Mr. Wong’s offer letter, including an equity grant with an $8.0 million target value in connection with his hiring. Subsequently, consistent with our company-wide new hire grant process, in September 2025, the Compensation Committee approved a grant of time-based vesting RSUs (“Wong New Hire Grant”), with the number of RSUs determined using the average closing price of our common stock during the month of August, the month of Mr. Wong’s start date. The Wong New Hire Grant was granted under our 2025 Employment Inducement Incentive Plan and has a vesting schedule such that 1/4th of the RSUs will vest on August 15, 2026, and the remainder vest in 12 equal quarterly installments thereafter, for a total of a 4-year vesting period. The grant date fair value of the equity awards is reported below in our 2025 Summary Compensation Table and 2025 Grants of Plan-Based Awards Table.

  80. Executive Change in Control and Severance Plan

    Executive Change in Control and Severance Plan We maintain the Executive Change in Control and Severance Benefit Plan (the “Executive Plan”) and the 2022 Change in Control and Severance Benefit Plan (the “2022 Plan”, and with the “Executive Plan”, each a “Severance Plan”, as applicable) which provide for the provision of severance benefits to certain executive officers (including our Named Executive Officers, other than Mr. Bergman) and other key employees in the event that such employees become subject to certain involuntary terminations, as described under “Employment Arrangements” below. The Executive Plan and 2022 Plan benefits were approved by the Compensation Committee after considering competitive market data. The Compensation Committee determined that these benefits were both competitively reasonable and necessary to recruit and retain executives and other key employees. Enhanced severance benefits are provided for a qualifying termination that occurs in connection with a change-in-control because the severance benefits are also intended to eliminate, or at least reduce, the reluctance of executive officers and other key employees to diligently consider and pursue potential change-in-control transactions that may be in the best interests of our stockholders. Messrs. Compton and Bergman are entitled to enhanced severance payments and benefits beyond those provided in the Executive Plan, as described under “Employment Arrangements–Charles Compton” and “Employment Arrangements–Artur Bergman”, below. As described under “Employment Arrangements–Todd Nightingale”, below, Mr. Nightingale was ineligible to receive any severance benefits due to his resignation. The severance benefits provided to Mr. Kisling under the Kisling Separation Agreement were determined in a manner consistent with the Executive Plan. For more information about the Kisling Separation Agreement, please refer to “Employment Arrangements–Ronald Kisling” below.

  81. Policies and Practices Related to the Grant of Equity Awards Close in Time to the Release of Material Nonpublic Information

    Policies and Practices Related to the Grant of Equity Awards Close in Time to the Release of Material Nonpublic Information We did not grant stock options or option-like instruments to any employee during 2025. Except for Mr. Bergman’s ability to make an advance election to receive his annual equity refresh in the form of a stock option grant, we exclusively grant restricted stock units under our compensation program. Accordingly, we do not have a formal policy related to the timing of option awards in relation to the release of material nonpublic information. Awards of restricted stock units are generally granted monthly via unanimous written consent, and occasionally at meetings of our Compensation Committee. The Compensation Committee does not take material nonpublic information into account when determining the timing or terms of awards, and we have not timed the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.

  82. 2025 Summary Compensation Table

    2025 Summary Compensation Table The following table shows for the fiscal years ended December 31, 2025, December 31, 2024, and December 31, 2023, compensation awarded to or paid to, or earned by, our Named Executive Officers.

  83. 2025 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Options ($) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($)(3) | Total ($) | | Charles Compton(4) CEO and Director | 2025 | 438,782 | — | 6,313,831 | — | — | 45,719 | 6,798,332 | | Artur Bergman(5) | 2025 | 500,000(5) | — | 4,215,606(6) | — | — | — | 4,715,606 | | Chief Technology Officer and Director | 2024 | 500,000 | — | 4,035,170 | — | — | 28 | 4,535,198 | | | 2023 | 500,000 | — | 5,269,622 | 6,619,695 | — | 26 | 12,389,343 | | Richard Wong(7) Chief Financial Officer | 2025 | 180,682 | — | 8,442,594 | — | — | 3,607 | 8,626,883 | | Scott Lovett(8) President, Go to Market | 2025 | 450,000 | — | 5,449,308 | — | 606,584 | 2,000 | 6,507,892 | | | 2024 | 262,500 | — | 8,742,507 | — | 236,583 | 2,105 | 9,243,695 | | Todd Nightingale(9) Former CEO and Director | 2025 | 300,000 | — | 6,070,684 | — | — | 2,000 | 6,372,684 | | | 2024 | 600,000 | — | 6,862,414 | — | — | 2,180 | 7,464,594 | | | 2023 | 600,000 | — | 8,978,088 | — | 586,200 | 1,180 | 10,165,468 | | Ronald Kisling(10) Former Chief Financial Officer | 2025 | 411,154 | — | 2,331,251 | — | — | 570,605 | 3,313,011 | | | 2024 | 600,000 | — | 2,654,968 | — | — | 2,180 | 3,257,148 | | | 2023 | 600,000 | — | 4,016,131 | — | — | 1,180 | 4,617,311 |

  84. 2025 Summary Compensation Table

    | (1) Amounts shown in this column do not reflect dollar amounts actually received by our Named Executive Officers. Instead, in accordance with SEC rules, these amounts reflect the aggregate grant date fair value of RSUs and PSUs granted, and the incremental fair value of RSUs and PSUs modified, in each case, computed in accordance with ASC Topic 718. Assumptions used in the calculation of these amounts are included in Note 10 to our Consolidated Financial Statements and included in our Annual Report, filed with the SEC on February 25, 2026. The value of the Financial PSU awards granted in 2025 on the grant date, assuming the highest level of performance would have been achieved, is $674,750 and $2,038,745 for Mr. Compton’s PSU awards granted in his role as Chief Product Officer and CEO, respectively, $1,303,117 for Mr. Bergman, $843,442, $291,238, and $2,912,488 for Mr. Lovett’s PSU awards granted in his role as Chief Revenue Officer and the two PSU awards granted in his role as President, Go to Market, respectively, $2,474,147 for Mr. Nightingale, and $702,872 for Mr. Kisling, which is based on maximum vesting of the 2025 PSU awards multiplied by the closing price of our common stock on the grant date. The Kisling Separation Agreement also modified certain outstanding RSUs and PSUs, including Financial PSUs and Stock Price Hurdle PSUs (as defined in footnote 15 to the Outstanding Equity Awards as of Fiscal Year-End Table); however, because the incremental fair value of those modifications was negative under ASC 718, they are treated as $0 and no amounts are reported in this table for those awards in accordance with SEC rules. |

  85. 2025 Summary Compensation Table

    | (2) Amounts reported in this column for 2025 represent commissions for Mr. Lovett. See “Compensation Discussion and Analysis—Principal Elements of Compensation—Commission Plan.” |

  86. 2025 Summary Compensation Table

    | (3) The amounts included in this column include, for (i) Mr. Compton, $20,000 for reimbursement for legal fees as set forth in his offer letter dated June 13, 2025 as included as Exhibit 10.1 in the Form 8-K filed with the SEC on June 13, 2025 and $20,634, the tax gross-up associated with the aforementioned legal fees, $3,085 paid by us for spousal travel for a business trip, and $2,000 in 401(k) plan contributions; (ii) Mr. Kisling, $568,605 in severance payments to Mr. Kisling pursuant to the Kisling Separation Agreement, which is comprised of $562,500 cash severance and $6,105 COBRA reimbursement, and $2,000 in 401(k) plan contributions; (iii) Mr. Wong, $1,607 in tax gross-ups associated with reimbursement of legal fees in connection with his hiring and $2,000 in 401(k) plan contributions, and (iv) Messrs. Lovett and Nightingale, $2,000 in 401(k) contributions. |

  87. 2025 Summary Compensation Table

    | (4) Mr. Compton served as our Chief Product Officer until June 16, 2025, at which time he was appointed as our CEO. The amount reported in this row reflects the totals earned by Mr. Compton in each of these capacities during fiscal year 2025. |

  88. 2025 Summary Compensation Table

    | (5) Amount reported reflects Mr. Bergman’s annual base salary. In 2025, Mr. Bergman was eligible to reduce his base salary to a lesser amount (in no event lower than the applicable minimum wage) and receive reimbursement for private aircraft usage for his business travel and an RSU award with a total value not to exceed the amount of such reduction. Mr. Bergman elected to reduce his base salary to the applicable minimum wage in exchange for eligibility for reimbursement of private aircraft usage for his business travel and RSUs granted in lieu of base salary in an equal portion. The aggregate grant date fair value of RSU awards granted to him pursuant to his election to receive RSUs in lieu of salary was $228,332. |

  89. 2025 Summary Compensation Table

    | (6) Amounts reported in this column include $6,574 which represents the difference between the intended value of Mr. Bergman’s RSUs granted in lieu of base salary pursuant to the salary election described in footnote 5 above and the grant date fair value of such award. |

  90. 2025 Summary Compensation Table

    | (7) On August 7, 2025, Mr. Wong was appointed as Senior Advisor to the CEO, and effective as of August 11, 2025, as our Chief Financial Officer. The amount in the Salary column reflects his salary earned for the partial year of service. |

  91. 2025 Summary Compensation Table

    | (8) Mr. Lovett served as our Chief Revenue Officer until August 6, 2025, at which time he was promoted to President, Go to Market. The amount reported in this row reflects the totals earned by Mr. Lovett in each of these capacities during fiscal year 2025. |

  92. 2025 Summary Compensation Table

    | (9) On June 12, 2025, Mr. Nightingale notified the Company of his decision to resign as Chief Executive Officer, effective June 16, 2025, and the amount in the Salary column reflects his salary earned for the partial year of service. The amount in the Stock Awards column includes the value of Mr. Nightingale’s Financial PSU and rTSR PSU awards on the grant date as further described in footnote 1 to this table. Mr. Nightingale forfeited all of his Financial PSU and rTSR PSU awards because of his resignation. |

  93. 2025 Summary Compensation Table

    | (10) Mr. Kisling ceased serving as our Chief Financial Officer on August 11, 2025. The amount in the Salary column reflects his salary earned for the partial year of service. The amount in the Stock Awards column includes the grant date fair value of Mr. Kisling’s RSUs, Financial PSU, and rTSR PSU awards on the grant date as further described in footnote 1 to this table. The amount of Mr. Kisling’s RSU, Financial PSU, rTSR PSU, and Stock Price Hurdle PSU awards were adjusted pursuant to the Kisling Separation Agreement, and Mr. Kisling earned a portion of his 2025 Financial PSU awards in February 2026. He remains eligible to receive a portion of the rTSR PSU and Stock Price Hurdle awards. As described in footnote 1 to this table, the incremental fair value of modifications to Mr. Kisling’s RSUs, Financial PSUs, and Stock Price Hurdle PSUs were negative under ASC 718 and are not reported in the Stock Awards column. |

  94. 2025 Grants of Plan-Based Awards Table

    2025 Grants of Plan-Based Awards Table The following table shows each non-equity incentive plan award and each equity award granted to our Named Executive Officers during or in respect of fiscal year 2025.

  95. 2025 Grants of Plan-Based Awards Table

    | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1) | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock and Option Awards ($) | | Name | Grant Date | Target ($) | Threshold (#/$) | Target (#/$) | Maximum (#/$) | | | | Charles Compton | 02/26/2025 | — | 10,741 | 64,446(3) | 96,669 | — | 449,833 | | | 02/26/2025 | — | $15,160 | $90,960(4) | $136,440 | — | 90,960 | | | 02/26/2025 | — | — | — | — | 150,375(5) | 1,049,618 | | | 08/10/2025 | — | 32,407 | 194,444(3) | 291,666 | — | 1,359,164 | | | 08/10/2025 | — | 41,666 | 83,333(6) | 249,999 | — | 1,149,995 | | | 08/10/2025 | — | $45,433 | $272,600(4) | $408,900 | — | 272,600 | | | 08/10/2025 | — | — | — | — | 277,777(7) | 1,941,661 | | Artur Bergman | 02/11/2025 | — | — | — | — | 22,697(8) | 228,332 | | | 02/26/2025 | — | 20,743 | 124,462(3) | 186,693 | — | 868,745 | | | 02/26/2025 | — | 37,338 | 74,677(6) | 224,031 | — | 1,090,284 | | | 02/26/2025 | — | $27,500 | $165,000(4) | $247,500 | — | 165,000 | | | 02/26/2025 | — | — | — | — | 298,711(5) | 2,085,003 | | Richard Wong | 08/01/2025 | — | $20,569 | $123,417(4) | $185,126 | — | 123,417 | | | 09/03/2025 | — | — | — | — | 1,130,323(9) | 8,319,177 | | Scott Lovett | | 450,000 | — | — | — | — | — | | | 02/26/2025 | — | 13,426 | 80,558(3) | 120,837 | — | 562,295 | | | 02/26/2025 | — | 24,168 | 48,335(6) | 145,005 | — | 705,691 | | | 02/26/2025 | — | — | — | — | 193,340(5) | 1,349,513 | | | 08/10/2025 | — | 4,629 | 27,777(3) | 41,665 | — | 194,161 | | | 08/10/2025 | — | 46,296 | 277,777(3) | 416,665 | — | 1,941,661 | | | 08/10/2025 | — | 8,333 | 16,666(6) | 49,998 | — | 229,991 | | | 08/10/2025 | — | — | — | — | 66,666(7) | 465,995 | | Todd Nightingale | 02/26/2025 | — | $99,999 | $600,000(4) | $900,000 | — | 600,000 | | | 03/06/2025 | — | 42,293 | 253,759(3) | 380,638 | — | 1,649,434 | | | 03/06/2025 | — | 54,377 | 108,754(6) | 326,262 | — | 1,464,916 | | | 03/06/2025 | — | — | — | — | 362,513(5) | 2,356,335 | | Ronald Kisling | 02/26/2025 | — | 11,189 | 67,132(3) | 100,698 | — | 468,581 | | | 02/26/2025 | — | 20,139 | 40,279(6) | 120,837 | — | 588,073 | | | 02/26/2025 | — | $25,000 | $150,000(4) | $225,000 | — | 150,000 | | | 02/26/2025 | — | — | — | — | 161,117(5) | 1,124,597 | | | 08/01/2025 | — | — | — | — | 11,597(10) | 0 | | | 08/01/2025 | — | — | — | — | 13,426(10) | 0 | | | 08/01/2025 | — | — | — | — | 7,492(10) | 0 | | | 08/01/2025 | — | — | — | 115,000(11) | — | 0 | | | 08/01/2025 | — | 5,594 | 33,566 | 50,349(12) | — | 0 |

  96. 2025 Grants of Plan-Based Awards Table

    | (1) Amounts shown in this column represent the cash commission awards provided for Mr. Lovett pursuant to our Commission Plan. The Commission Plan does not provide for a threshold or maximum amount to Mr. Lovett. See “2025 Summary Compensation Table” above for amounts achieved under the Commission Plan. |

  97. 2025 Grants of Plan-Based Awards Table

    | (2) Our 2025 Bonus Program provided for payment of bonuses based on our achievement of the 2025 Objectives with amounts earned by the Named Executive Officers to be paid in the form of fully vested RSUs. For Messrs. Compton, Bergman, Wong, Nightingale, and Kisling, the amounts shown in the “Estimated Future Payouts Under Equity Incentive Plan Awards” column of this table include the applicable dollar |

  98. 2025 Grants of Plan-Based Awards Table

    values of the bonus award, which was converted to a number of fully vested RSUs that were issued with respect to the bonuses earned under our 2025 Bonus Program (as determined by dividing the applicable dollar value of the bonus earned by the closing price of our common stock on February 20, 2026, of $18.08, rounded down to the nearest whole RSU. Additional information on the payment of the 2025 Bonus Program bonuses is set out in footnote 1 to the Summary Compensation Table and footnote 4 to this table.

  99. 2025 Grants of Plan-Based Awards Table

    | (3) These awards were granted by our Compensation Committee in February, March, and August 2025 and may be earned from 0% to 150% based on the achievement of certain pre-established performance goals during fiscal year 2025. Once earned, this award would be subject to time-based vesting, with 33% of the earned shares vesting on February 28, 2026, and 8.375% quarterly thereafter on May 28, August 28, November 28, and February 28, subject to the grantee continuing to provide services to us through each vesting date. 135.4% of the pre-established performance goals were met, and the grantees were eligible to receive 135.4% of the target number of shares. |

  100. 2025 Grants of Plan-Based Awards Table

    | (4) Amounts in this row reflect the threshold, target and maximum bonus dollar amounts payable in the form of fully vested RSUs granted under the 2025 Bonus Program, as further explained in footnote 2 to this table and in footnote 1 to the Summary Compensation Table. |

  101. 2025 Grants of Plan-Based Awards Table

    | (5) Consists of time-based vesting RSUs, which vested as to 1/12th of the shares on May 15, 2025, and are eligible to vest through the third anniversary of the vesting commencement date, subject to the grantee’s continuous service through each vesting date. |

  102. 2025 Grants of Plan-Based Awards Table

    | (6) These awards were granted by our Compensation Committee in February, March, and August 2025 and may be earned from 0% to 300% based on our total shareholder return relative to the total shareholder return that comprise the Russell 2000 Index at the end of the performance period, which is the earlier of February 26, 2028 and a change in control. |

  103. 2025 Grants of Plan-Based Awards Table

    | (7) Consists of time-based vesting RSUs, which vested as to 1/12th of the shares on August 15, 2025, and are eligible to vest through the third anniversary of the vesting commencement date, subject to the grantee’s continuous service through each vesting date. |

  104. 2025 Grants of Plan-Based Awards Table

    | (8) RSUs granted as part of base salary reduction. |

  105. 2025 Grants of Plan-Based Awards Table

    | (9) Consists of time-based vesting RSUs, granted in connection with the appointment of Mr. Wong, which will vest as to 1/4th of the shares on August 15, 2026, and vest as to the remainder of the shares in 12 equal quarterly installments thereafter, subject to Mr. Wong’s continuous service through each such date. |

  106. 2025 Grants of Plan-Based Awards Table

    | (10) These represent RSUs that were modified in connection with the Kisling Separation Agreement. As described in footnotes 1 and 10 to the Summary Compensation Table above, the incremental fair value of those modifications was negative under ASC 718, and they are reported as $0. |

  107. 2025 Grants of Plan-Based Awards Table

    | (11) These represent Stock Price Hurdle PSUs that were modified in connection with the Kisling Separation Agreement. As described in footnotes 1 and 10 to the Summary Compensation Table above, the incremental fair value of those modifications was negative under ASC 718, and they are reported as $0. |

  108. 2025 Grants of Plan-Based Awards Table

    | (12) These represent Financial PSUs that were modified in connection with the Kisling Separation Agreement. As described in footnotes 1 and 10 to the Summary Compensation Table above, the incremental fair value of those modifications was negative under ASC 718, and they are reported as $0. |

  109. 2025 Outstanding Equity Awards as of Fiscal Year-End Table

    2025 Outstanding Equity Awards as of Fiscal Year-End Table The following table shows, certain information regarding outstanding equity awards held at December 31, 2025, by our Named Executive Officers:

  110. 2025 Outstanding Equity Awards as of Fiscal Year-End Table

    | | Option Awards(1) | | | | | | Stock Awards(1) | | | | | | | | | | | | Restricted Stock Units | | Performance-Based Restricted Stock Units | | | | Vesting Commencement Date | Grant Date | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(2) | Market Value of Shares or Units of Stock That Have Not Vested ($)(3) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(3) | | Charles Compton | 01/15/2024 | 2/20/2024 | — | — | — | — | 111,474(4) | 1,134,805 | — | — | | | 02/15/2025 | 2/26/2025 | — | — | — | — | 112,782(5) | 1,148,121 | — | — | | | — | 2/26/2025 | — | — | — | — | 87,259(6) | 888,297 | — | — | | | 06/16/2025 | 8/10/2025 | — | — | — | — | 231,481(7) | 2,356,477 | — | — | | | — | 8/10/2025 | — | — | — | — | 263,277(6) | 2,680,160 | — | — | | | 02/26/2025 | 8/10/2025 | — | — | — | — | — | — | 249,999(8) | 2,544,990 | | Artur Bergman | 11/2/2023 | 11/2/2023 | — | — | — | — | 150,584(9) | 1,532,945 | — | — | | | 11/2/2023 | 11/2/2023 | 338,814(10) | 263,524 | 16.47 | 11/1/2033 | — | — | — | — | | | 2/15/2024 | 3/15/2024 | — | — | — | — | 120,943(11) | 1,231,200 | — | — | | | — | 3/15/2024 | — | — | — | — | 9,645(12) | 98,186 | — | — | | | 02/15/2025 | 2/26/2025 | — | — | — | — | 224,034(5) | 2,280,666 | — | — | | | — | 2/26/2025 | — | — | — | — | 168,521(6) | 1,715,544 | — | — | | | 02/26/2025 | 2/26/2025 | — | — | — | — | — | — | 224,031(8) | 2,280,636 | | Richard Wong | 08/11/2025 | 9/03/2025 | — | — | — | — | 1,130,323(13) | 11,506,688 | — | — | | Scott Lovett | 6/15/2024 | 7/10/2024 | — | — | — | — | 766,350(14) | 7,801,443 | — | — | | | 02/15/2025 | 2/26/2025 | — | — | — | — | 145,005(5) | 1,476,151 | — | — | | | — | 2/26/2025 | — | — | — | — | 109,075(6) | 1,110,384 | — | — | | | 02/26/2025 | 2/26/2025 | — | — | — | — | — | — | 145,005(8) | 1,476,151 | | | 06/16/2025 | 8/10/2025 | — | — | — | — | 55,555(7) | 565,550 | — | — | | | — | 8/10/2025 | — | — | — | — | 37,610(6) | 382,870 | — | — | | | — | 8/10/2025 | — | — | — | — | 376,110(6) | 3,828,800 | — | — | | | 02/26/2025 | 2/26/2025 | — | — | — | — | — | — | 49,998(8) | 508,980 | | Ronald Kisling(16) | 9/1/2022 | 9/20/2022 | — | — | — | — | — | — | 115,000(15) | 1,170,700 | | | — | 2/26/2025 | — | — | — | — | 45,448(17) | 462,661 | — | — | | | 02/26/2025 | 2/26/2025 | — | — | — | — | — | — | 62,568(8) | 636,942 |

  111. 2025 Outstanding Equity Awards as of Fiscal Year-End Table

    | (1) The unvested shares subject to these awards may be subject to accelerated vesting upon a qualifying termination of employment, see “Employment Arrangements.” All option awards and stock awards were granted under our 2019 Plan. |

  112. 2025 Outstanding Equity Awards as of Fiscal Year-End Table

    | (2) Represent RSUs granted under our 2019 Plan. |

  113. 2025 Outstanding Equity Awards as of Fiscal Year-End Table

    | (3) The market values of the RSU and PSU awards that have not vested are calculated by multiplying the number of shares underlying the award by $10.18, the closing price of our common stock on December 31, 2025 (the last trading day of our fiscal year). |

  114. 2025 Outstanding Equity Awards as of Fiscal Year-End Table

    | (4) 1/3rd of the shares subject to this RSU award vested on January 15, 2025 and 1/12th vest quarterly thereafter, subject to continuous service through each such date. |

  115. 2025 Outstanding Equity Awards as of Fiscal Year-End Table

    | (5) 1/12th of the shares subject to this RSU award vested on May 15, 2025 and 1/12th vest quarterly thereafter, subject to continuous service through each such date. |

  116. 2025 Outstanding Equity Awards as of Fiscal Year-End Table

    | (6) 1/3rd of the total shares subject to this Financial PSU award vested subject to the achievement of pre-established performance goals during fiscal year 2025 on February 28, 2026 and 8.375% vest quarterly thereafter, subject to continuous service through each such date. |

  117. 2025 Outstanding Equity Awards as of Fiscal Year-End Table

    | (7) 1/12th of the shares subject to this RSU award vested on August 15, 2025 and 1/12th vest quarterly thereafter, subject to continuous service through each such date. |

  118. 2025 Outstanding Equity Awards as of Fiscal Year-End Table

    | (8) The rTSR PSUs are subject to rTSR performance conditions. The number of shares eligible to be earned is determined by the Company’s TSR relative to the companies comprising the Russell 2000 Index over a three-year performance period. Payouts are determined based on an “Achievement Factor” ranging from 0.5 to 3.0, with the maximum payout being equal to 300% of target for performance at or above the 90th percentile as described in “Executive Compensation – Compensation Discussion and Analysis.” Because our rTSR performance through December 31, 2025 exceeded target performance, these awards are reported at the maximum payout level. The ultimate payout will be based on actual performance at the conclusion of the performance period. |

  119. 2025 Outstanding Equity Awards as of Fiscal Year-End Table

    | (9) 1/16th of the total shares subject to this RSU award vested on February 15, 2024 and 1/16th vest quarterly thereafter, subject to continuous service through each such date. |

  120. 2025 Outstanding Equity Awards as of Fiscal Year-End Table

    | (10) 1/16th of the shares subject to this option award vested on November 15, 2023 and 1/16th vest quarterly thereafter, subject to continuous service through each such date. |

  121. 2025 Outstanding Equity Awards as of Fiscal Year-End Table

    | (11) 1/16th of the total shares subject to this RSU award vested on May 15, 2024 and 1/16th vest quarterly thereafter, subject to continuous service through each such date. |

  122. 2025 Outstanding Equity Awards as of Fiscal Year-End Table

    | (12) 1/3rd of the total shares subject to this PSU award vested subject to the achievement of pre-established performance goals during fiscal year 2024 on February 26, 2025 and 8.375% vest quarterly thereafter, subject to continuous service through each such date. |

  123. 2025 Outstanding Equity Awards as of Fiscal Year-End Table

    | (13) 1/4th of the total shares subject to this RSU award will vest on August 15, 2026, and 1/16th quarterly thereafter, subject to continuous service through each such date. |

  124. 2025 Outstanding Equity Awards as of Fiscal Year-End Table

    | (14) 1/4th of the total shares subject to this RSU award vested June 15, 2025, and 1/16th quarterly thereafter, subject to continuous service through each such date. |

  125. 2025 Outstanding Equity Awards as of Fiscal Year-End Table

    | (15) These PSUs (the “Stock Price Hurdle PSUs”) were originally divided into four pre-established performance-based vesting tranches that may be earned over a period of approximately five years, subject to continuous service through the applicable earliest vest date and achievement of the applicable stock price hurdles as set forth in the table below. Pursuant to the Kisling Separation Agreement, Mr. Kisling remains eligible to earn certain shares in Tranches 2 and 3 of the award until the first anniversary of the Separation Date (as defined in the Kisling Separation Agreement), which is September 15, 2026. |

  126. 2025 Outstanding Equity Awards as of Fiscal Year-End Table

    | Tranche | Stock Price Hurdle* | Earliest Vest Date** | Percentage of Performance-Based Award | | 1*** | $17.25 | November 15, 2023 | 25% | | 2 | $23.00 | November 15, 2024 | 25% | | 3 | $34.50 | November 15, 2025 | 25% | | 4 | $46.00 | November 15, 2026 | 25% |

  127. 2025 Outstanding Equity Awards as of Fiscal Year-End Table

    | * For purposes of this PSU Award, a Stock Price Hurdle will be achieved when the average closing price of the Company’s common stock during a period of 60 consecutive trading days equals or exceeds the applicable Stock Price Hurdle. |

  128. 2025 Outstanding Equity Awards as of Fiscal Year-End Table

    | ** A “quarterly vesting date” means each of November 15th, February 15th, May 15th, and August 15th. |

  129. 2025 Outstanding Equity Awards as of Fiscal Year-End Table

    | *** Tranche 1 of this PSU award achieved its stock price hurdle of $17.25 on August 17, 2023, and therefore, 1/4th of the total shares subject to this PSU award (or 100% of Tranche 1) vested on November 15, 2023. |

  130. 2025 Outstanding Equity Awards as of Fiscal Year-End Table

    | (16) The amounts reported in these rows reflect adjustments made to Mr. Kisling’s unvested equity awards pursuant to the terms of the Kisling Separation Agreement. |

  131. 2025 Outstanding Equity Awards as of Fiscal Year-End Table

    | (17) 100% of the total shares subject to this Financial PSU award vested subject to the achievement of pre-established performance goals during fiscal year 2025 on February 28, 2026 as set forth in the Kisling Separation Agreement. |

  132. 2025 Options Exercised and Stock Vested Table

    2025 Options Exercised and Stock Vested Table The following table provides information on shares acquired on the vesting of stock awards by our Named Executive Officers during fiscal year 2025. No stock options were exercised by our Named Executive Officers during 2025.

  133. 2025 Options Exercised and Stock Vested Table

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Charles Compton | 246,805 | 2,074,675 | | Artur Bergman | 247,454 | 2,066,333 | | Richard Wong | — | — | | Scott Lovett | 519,254 | 4,188,123 | | Todd Nightingale | 321,239 | 2,501,816 | | Ronald Kisling | 351,123 | 2,794,938 |

  134. Potential Payments on Termination or Change of Control

    Potential Payments on Termination or Change of Control The following table presents information concerning estimated payments and benefits that would be provided in the circumstances described above for each of the Named Executive Officers serving as of the end of the fiscal year ending December 31, 2025. Unless otherwise stated, the payments and benefits set forth below are estimated assuming that the termination of employment or change in control event occurred on the last business day of our fiscal year ending December 31, 2025 using the closing market price per share of our common stock on the last trading day on or preceding that date. Actual payments and benefits could be different if such events were to occur on any other date or at any other price or if any other assumptions are used to estimate potential payments and benefits. For payments that may be provided to Mr. Kisling, please see “Employment Arrangements—Ronald Kisling.” Mr. Nightingale is not eligible to receive any payments given his resignation.

  135. Potential Payments on Termination or Change of Control

    | Named Executive Officer | Involuntary Termination of Employment Without Cause ($) | Involuntary Termination of Employment or Voluntary Resignation for Good Reason Within 12 Months Following a Change of Control ($) | | Charles Compton | | | | Severance Payment | 1,125,000 | 1,500,000 | | Equity Acceleration(1) | 4,434,876(2) | 8,207,859(3) | | Company-paid premiums | 50,552 | 67,403 | | Total | 5,610,429 | 9,775,262 | | Artur Bergman | | | | Severance Payment | 249,728 | 442,970 | | Equity Acceleration(1) | 2,455,828(2) | 5,200,985(3) | | Company-paid premiums | 64,939 | 64,939 | | Total | 2,770,494 | 5,708,894 | | Richard Wong | | | | Severance Payment | 337,500 | 765,000 | | Equity Acceleration(1) | 2,876,664(4) | 11,506,688(3) | | Company-paid premiums | 32,560 | 43,414 | | Total | 3,246,725 | 12,315,102 | | Scott Lovett | | | | Severance Payment | 337,500 | 450,000 | | Equity Acceleration(1) | 5,649,890(4) | 15,165,197(3) | | Company-paid premiums | 32,104 | 42,805 | | Total | 6,019,494 | 15,658,002 |

  136. Potential Payments on Termination or Change of Control

    | (1) Represents the market value of the shares underlying the stock options and RSUs as of December 31, 2025, based on the closing price of our common stock, as reported on Nasdaq, of $10.18 per share on December 31, 2025, the last trading day in 2025 minus, in the case of stock options, the exercise price of the unvested stock option shares subject to acceleration. |

  137. Potential Payments on Termination or Change of Control

    | (2) Represents 12 months of accelerated vesting of the total number of shares underlying outstanding and unvested time-based equity awards. For equity awards subject to performance conditions, the performance conditions have been deemed satisfied based on actual achievement. |

  138. Potential Payments on Termination or Change of Control

    | (3) Represents 100% accelerated vesting of the total number of shares underlying outstanding and unvested time-based equity awards. For equity awards subject to performance conditions, the performance conditions have been deemed satisfied based on actual achievement. |

  139. Potential Payments on Termination or Change of Control

    | (4) Represents nine months of accelerated vesting of the total number of shares underlying outstanding and unvested time-based equity awards. For equity awards subject to performance conditions, the performance conditions have been deemed satisfied based on actual achievement. |

  140. Pay vs. Performance

    Pay vs. Performance As required by Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and certain financial performance measures of the Company. In accordance with applicable SEC rules, the adjustments described and quantified below were made to the values reported in the Summary Compensation table for each applicable year to determine the “actual” compensation paid to our Principal Executive Officers (“PEOs”) and the average “actual” compensation paid to our other Named Executive Officers (or “NEOs”). For further information concerning the Company’s variable pay-for-performance philosophy and how the Company aligns executive compensation with the Company’s performance, refer to “Executive Compensation – Compensation Discussion and Analysis.” The following table summarizes compensation values reported in the Summary Compensation Table for our PEO and the average for our other NEOs, as compared to “compensation actually paid” or “CAP” and the Company’s financial performance for the years ended December 31, 2025, 2024, 2023, 2022, and 2021:

  141. Pay vs. Performance

    | Year | Summary Compensation Table Total for Joshua Bixby(1) | Compensation Actually Paid to Joshua Bixby(1)(2) | Summary Compensation Table Total for PEO (Todd Nightingale)(1) | Compensation Actually Paid to Todd Nightingale(1)(2) | Summary Compensation Table Total for PEO (Charles Compton)(1) | Compensation Actually Paid to Charles Compton(1)(2) | Average Summary Compensation Table Total for Non-PEO NEOs(3) | Average Compensation Actually Paid to Non-PEO NEOs(3)(4) | Value of Initial Fixed $100 Investment Based On: | | Net Loss (millions) | Revenue (millions)(6) | | | | | | | | | | | Total Stockholder Return | Peer Group Total Stockholder Return(5) | | | | (a) | (b) | (c) | (b) | (c) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2025 | — | — | $6,372,684 | $(23,137,805) | $6,798,332 | $10,457,248 | $5,790,848 | $1,793,705 | $11.65 | $248.07 | $(121.7) | $624.0 | | 2024 | — | — | $7,464,594 | $(24,691,973) | — | — | $5,678,680 | $726,959 | $10.80 | $201.18 | $(158.1) | $543.7 | | 2023 | — | — | $10,165,468 | $36,942,933 | — | — | $6,867,702 | $12,229,373 | $20.37 | $148.26 | $(133.1) | $506.0 | | 2022 | $9,199,127 | $(3,892,017) | $21,857,756 | $20,179,714 | — | — | $4,066,505 | $(2,381,573) | $9.37 | $94.80 | $(190.8) | $432.7 | | 2021 | $10,151,111 | $(12,802,716) | — | — | — | — | $7,088,904 | $(1,602,130) | $40.57 | $133.35 | $(222.7) | $354.3 |

  142. Pay vs. Performance

    | (1) The dollar amounts reported in columns (b) are the amounts reported for Messrs. Bergman, Bixby, Nightingale, and Compton, respectively, for each corresponding year in the “Total” column of the Summary Compensation Table. Mr. Bixby served as our Chief Executive Officer effective February 19, 2020 through August 31, 2022. Mr. Nightingale served as our Chief Executive Officer effective September 1, 2022 through June 16, 2025. Mr. Compton has served as our Chief Executive Officer since June 16, 2025. The following individuals served as our PEOs for the following years: |

  143. Pay vs. Performance

    2025: Todd Nightingale, Charles Compton 2024: Todd Nightingale 2023: Todd Nightingale 2022: Joshua Bixby, Todd Nightingale 2021: Joshua Bixby

  144. Pay vs. Performance

    | (2) The dollar amounts reported in column (c) for fiscal year 2025 represent the amount of CAP for Messrs. Nightingale and Compton, respectively as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid during the applicable year. The Company deducted from and added to the Summary Compensation Table total compensation the following amounts to calculate compensation actually paid in accordance with Item 402(v) of Regulation S-K as disclosed in columns (c) and (e) for our PEO and Non-PEO NEOs in fiscal year 2025. As the Company’s NEOs do not participate in any defined benefit plans, no adjustments were required to amounts reported in the Summary Compensation Table totals related to the value of benefits under such plans. There are no material differences between the assumptions used to compute the valuation of the equity awards for calculating the compensation actually paid from the assumptions used to compute the valuation of such equity awards as of the grant date. |

  145. Pay vs. Performance

    | | 2025 | | | | | Todd Nightingale | Charles Compton | Average Non-PEO NEOs | | Total Compensation from Summary Compensation Table | $6,372,684 | $6,798,332 | $5,790,848 | | Adjustments for Equity Awards | | | | | Grant date values in the Summary Compensation Table | -$6,070,684 | -$6,313,831 | -$5,109,690 | | Year-end fair value of unvested awards granted in the current year | $0 | $9,288,674 | $7,044,387 | | Year-over-year difference of year-end fair values for unvested awards granted in prior years | $0 | $82,491 | $79,100 | | Fair values at vest date for awards granted and vested in current year | $387,094 | $773,249 | $516,583 |

  146. Pay vs. Performance

    | | 2025 | | | | | Todd Nightingale | Charles Compton | Average Non-PEO NEOs | | Difference in fair values between prior year-end fair values and vest date fair values for awards granted in prior years | -$437,562 | -$171,667 | -$376,022 | | Forfeitures during current year equal to prior year-end fair value | -$23,389,338 | $0 | -$6,151,501 | | Dividends or dividend equivalents not otherwise included in the total compensation | $0 | $0 | $0 | | Total Adjustments for Equity Awards | -$23,439,805 | $9,972,747 | $1,112,547 | | Compensation Actually Paid (as calculated) | -$23,137,805 | $10,457,248 | $1,793,705 |

  147. Pay vs. Performance

    | (3) The dollar amounts reported in column (d) represent the average of the amounts reported for the Company’s NEOs as a group (excluding our PEOs) in the “Total” column of the Summary Compensation Table Total in each applicable year. The following individuals were our Non-PEO NEOs in the respective years: |

  148. Pay vs. Performance

    2025: Artur Bergman, Ronald Kisling, Scott Lovett, Richard Wong 2024: Artur Bergman, Ronald Kisling, and Scott Lovett 2023: Artur Bergman, Ronald Kisling, and Brett Shirk 2022: Artur Bergman, Ronald Kisling, Paul Luongo, and Brett Shirk 2021: Artur Bergman, Adriel Lares, Ronald Kisling, Paul Luongo, and Brett Shirk

  149. Pay vs. Performance

    | (4) The dollar amounts reported in column (e) represent the average amount of CAP to the non-PEO NEOs as a group, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the Non-PEO NEOs as a group during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, adjustments were made to average total reported compensation for the Non-PEO NEOs as a group for each year to determine the CAP, using the methodology described above in Note 2. |

  150. Pay vs. Performance

    | (5) The peer group is the following published industry index: S&P 500 Information Technology Index. |

  151. Pay vs. Performance

    | (6) While the Company uses numerous financial and non-financial performance measures for the purpose of evaluating performance for the Company’s compensation programs, the Company has determined that Revenue is the financial performance measure that, in the Company’s assessment, represents the most important performance measure (that is not otherwise required to be disclosed in the table) used by the Company to link compensation actually paid to the Company’s NEOs, for the most recently completed fiscal year, to Company performance. |

  152. Required Disclosure of the Relationship Between Compensation Actually Paid and Financial Performance Measures

    Required Disclosure of the Relationship Between Compensation Actually Paid and Financial Performance Measures As required by Item 402(v) of Regulation S-K, we are providing the following graphs to illustrate the relationship between the CAP and performance figures that are included in the pay versus performance tabular disclosure above. In addition, the first graph below further illustrates the relationship between Company total stockholder return and that of the S&P 500 Information Technology Index. As noted above, CAP for purposes of the tabular disclosure and the following graphs were calculated in accordance with SEC rules and do not fully represent the actual final amount of compensation earned by or actually paid to our NEOs during the applicable years. CAP and Cumulative TSR / Cumulative TSR of the Peer Group CAP and Net Income CAP and Revenue

  153. CEO Pay Ratio

    CEO Pay Ratio The following table presents the median of the annual total compensation of all our employees (other than Mr. Compton and Mr. Nightingale, who each served as our CEO in 2025), the annual total compensation, annualized as described below, of Mr. Compton, our CEO on December 31, 2025, and the ratio between the annual total compensation for all our employees to Mr. Compton. These ratios are a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K under the Securities Exchange Act of 1934.

  154. CEO Pay Ratio

    | 2025 CEO annual total compensation (Charles Compton) | $5,691,848 | | 2025 median employee annual total compensation | $252,115 | | Ratio of CEO to median employee annual total compensation (Charles Compton) | 22.6:1 |

  155. CEO Pay Ratio

    In identifying our median employee, we chose December 31, 2025, which is the last day of our most recently completed fiscal year, as the determination date. To identify our median employee, we used a consistently applied compensation measure consisting of annual base salary pay rate, target commissions, and grant date fair value of equity awards granted, including the grant date fair value of the fully vested RSUs granted under the 2025 Bonus Program, to or earned by our employees, excluding our CEO, for the 12-month period from January 1, 2025 through December 31, 2025. This compensation measure was consistently applied to all employees included in the calculation and reasonably reflects the annual compensation of our employees. Payments not made in U.S. dollars were converted to U.S. dollars using the applicable currency exchange rate in effect as of December 31, 2025. We did not make any cost-of-living adjustment. We did not include any independent contractors or other non-employee workers in our employee population. Using this approach, we selected the individual at the median of our employee population, who was a full-time employee based in the United States. We then calculated annual total compensation for this employee using the same methodology we use for our Named Executive Officers as set forth in our Summary Compensation Table. With respect to the annual total compensation of Mr. Compton, our CEO on December 31, 2025, for purposes of this section, we annualized his CEO salary and the grant date fair value of the fully vested RSUs granted under the 2025 Bonus Program, assuming he served as CEO for the 12-month period from January 1, 2025 through December 31, 2025. In addition, we included the grant date fair value of the RSUs and PSUs granted to Mr. Compton in August 2025 in connection with his promotion to CEO. As such, the amount used differs from the amount reported in the “Total” column of our 2025 Summary Compensation Table. SEC rules and guidance provide significant flexibility in how companies identify the median employee, and each company may use a different methodology and make different assumptions particular to that company. As a result, and as the SEC explained when it adopted these rules, in considering the pay-ratio disclosure, stockholders should keep in mind that the rules were not designed to facilitate comparisons of pay ratios among different companies, even companies within the same industry, but rather were designed to allow stockholders to better understand and assess each particular company’s compensation practices and pay-ratio disclosures.

  156. COMPENSATION OF NON-EMPLOYEE DIRECTORS

    COMPENSATION OF NON-EMPLOYEE DIRECTORS The following table shows for the fiscal year ended December 31, 2025, certain information with respect to the compensation of our non-employee directors:

  157. COMPENSATION OF NON-EMPLOYEE DIRECTORS

    | Name | Fees Earned or Paid in Cash | Stock Awards(1)(2) | Total | | Aida Álvarez | $50,000 | $199,995 | $249,995 | | Richard Daniels | $40,000 | $199,995 | $239,995 | | David Hornik | $60,000 | $199,995 | $259,995 | | Paula Loop | $40,000 | $199,995 | $239,995 | | Charles Meyers | $55,000 | $199,995 | $254,995 | | Christopher B. Paisley | $60,000 | $199,995 | $259,995 | | Vanessa Smith | $40,000 | $199,995 | $239,995 |

  158. COMPENSATION OF NON-EMPLOYEE DIRECTORS

    | (1) Amounts shown in this column reflect the aggregate grant date fair value of RSU awards granted during 2025, computed in accordance with ASC Topic 718. Assumptions used in the calculation of these amounts are included in Note 11 to our Consolidated Financial Statements included in our Annual Report. The table below lists the aggregate number of shares of our common stock subject to outstanding stock awards held by each of our non-employee directors as of December 31, 2025. |

  159. COMPENSATION OF NON-EMPLOYEE DIRECTORS

    | (2) Each of our non-employee directors held 12,453 outstanding RSUs as of December 31, 2025. None of our non-employee directors held stock options as of December 31, 2025. |

  160. Non-Employee Director Compensation Policy

    Non-Employee Director Compensation Policy We have adopted a non-employee director compensation policy, pursuant to which our non-employee directors are eligible to receive compensation for service on our Board of Directors and committees of our Board of Directors. In 2025, each non-employee director received an annual cash retainer of $40,000 for serving on our Board of Directors. The Chairperson of the Board of Directors receives an additional annual cash retainer of $20,000. Members do not receive cash retainers for their service as members of committees, and the chairpersons of the three committees of our Board of Directors were entitled to the following additional annual cash retainers:

  161. Non-Employee Director Compensation Policy

    | Board Committee | Chairperson Fee | | Audit Committee | $20,000 | | Compensation Committee | $15,000 | | Nominating and Corporate Governance Committee | $10,000 |

  162. Non-Employee Director Compensation Policy

    All annual cash compensation amounts are payable in equal quarterly installments in arrears, on the last day of each fiscal quarter for which the service occurred, prorated based on the days served in the applicable fiscal quarter.

  163. Equity Awards to Non-Employee Directors and Executive Officers

    Equity Awards to Non-Employee Directors and Executive Officers We have granted equity awards to certain of our non-employee directors and executive officers. For more information regarding the equity awards granted to our non-employee directors and Named Executive Officers, see “Executive Compensation” and “Compensation of Non-Employee Directors.”