Form 8-K

8-K — Fastly, Inc.

Accession: 0001517413-26-000129

Filed: 2026-05-06

Period: 2026-05-06

CIK: 0001517413

SIC: 7372 (SERVICES-PREPACKAGED SOFTWARE)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — fsly-20260506.htm (Primary)

EX-99.1 (ex991-fslypressrelease33126.htm)

EX-99.2 (ex992-investorsupplement33.htm)

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XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: fsly-20260506.htm · Sequence: 1

fsly-20260506

0001517413false00015174132026-05-062026-05-06

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 6, 2026

FASTLY, INC.

(Exact name of Registrant as Specified in Its Charter)

Delaware 001-38897 27-5411834

(State or other jurisdiction of

incorporation or organization) (Commission File Number)

(I.R.S. Employer

Identification No.)

475 Brannan Street, Suite 300

San Francisco, CA 94107

(Address of principal executive offices) (Zip code)

(844) 432-7859

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class Trading

Symbol(s) Name of each exchange

on which registered

Class A Common Stock, $0.00002 par value

“FSLY”

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition.

On May 6, 2026, Fastly, Inc. (the "Company") announced its financial results for the quarter ended March 31, 2026 by issuing a press release. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Attached hereto as Exhibit 99.2 and incorporated by reference herein is the Company’s investor supplement, regarding results of the quarter ended March 31, 2026 (the “Investor Supplement”). The Investor Supplement will be posted to http://investors.fastly.com immediately after the filing of this Form 8-K.

The information furnished on this Form 8-K, including the exhibits attached, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 7.01 Regulation FD Disclosure.

On May 6, 2026, the Company posted supplemental financial and other information to http://investors.fastly.com.

The Company may announce material business and financial information to its investors using its investor relations website (http://investors.fastly.com), its filings with the Securities and Exchange Commission, its corporate X (formerly known as Twitter) account (@Fastly), its blog (http://www.fastly.com/blog), its corporate LinkedIn account (http://www.linkedin.com/company/fastly), webcasts, press releases, and conference calls. The Company uses these mediums, including its website, to communicate with investors and the general public about the Company, its products, and other issues. It is possible that the information that we make available on these mediums may be deemed to be material information. Therefore, the Company encourages investors and others interested in the Company to review the information that it makes available through these channels.

The content of the Company’s websites and information that the Company may post on or provide to online and social media channels, including those mentioned above, and information that can be accessed through the Company’s websites or these online and social media channels are not incorporated by reference into this Current Report on Form 8-K or in any other report or document the Company files with the Securities and Exchange Commission, and any references to the Company’s websites or these online and social media channels are intended to be inactive textual references only.

Item 9.01 Financial Statements and Exhibits.

(d)Exhibits

Exhibit

No. Exhibit Description

99.1

Press Release dated May 6, 2026

99.2

Investor Supplement for First Quarter 2026 Results

+ Indicates management contract or compensatory plan.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

FASTLY, INC.

Dated: May 6, 2026 By: /s/ Richard Wong

Richard Wong

Chief Financial Officer

EX-99.1

Filename: ex991-fslypressrelease33126.htm · Sequence: 2

Document

Exhibit 99.1

Fastly Announces Record First Quarter 2026 Financial Results

Record first quarter revenue of $173 million grew 20% year over year

Record first quarter gross margin of 62.5% and record non-GAAP gross margin of 65.1%

Record RPO of $369 million grew 63% year over year

SAN FRANCISCO — May 6, 2026 — Fastly, Inc. (NASDAQ: FSLY), a leader in global edge cloud platforms, today announced financial results for its first quarter ended March 31, 2026.

"Our first quarter performance demonstrates continued discipline and velocity as we delivered record revenue, gross margin, and RPO,” said Kip Compton, CEO at Fastly. “Driven by an accelerated innovation roadmap, we delivered 47% year-over-year security revenue growth. This performance reflects expansion within our installed base and robust new business wins, enabling us to raise our 2026 guidance.”

Three months ended

March 31,

2026 2025

Revenue $ 173,021 $ 144,474

Gross margin

GAAP gross margin 62.5 % 53.2 %

Non-GAAP gross margin(1)

65.1 % 57.3 %

Operating loss

GAAP operating loss $ (23,895) $ (38,179)

Non-GAAP operating income (loss)(1)

$ 19,143 $ (5,845)

Net income (loss) per share

GAAP net loss per common share — basic and diluted $ (0.13) $ (0.27)

Non-GAAP net income (loss) per common share — basic(1)

$ 0.15 $ (0.05)

Non-GAAP net income (loss) per common share — diluted(1)

$ 0.13 $ (0.05)

For a reconciliation of non-GAAP financial measures to their corresponding GAAP measures, please refer to the reconciliation table at the end of this press release.

First Quarter 2026 Financial Summary

•Total revenue of $173.0 million, representing 20% year-over-year growth. Network Services revenue of $126.2 million, representing 11% year-over-year growth. Security revenue of $38.8 million, representing 47% year-over-year growth. Other revenue of $8.0 million, representing 67% year-over-year growth. Network Services revenue includes solutions designed to improve performance of websites, apps, APIs, and digital media. Security revenue includes products designed to protect websites, apps, APIs, and users. Other revenue includes Compute and Observability solutions.

•Generated $28.9 million of operating cash flow compared to $17.3 million of operating cash flow in the first quarter of 2025. Generated $4.1 million of positive free cash flow compared to $8.2 million in the first quarter of 2025.

•GAAP gross margin of 62.5%, compared to 53.2% in the first quarter of 2025. Non-GAAP gross margin1 of 65.1%, compared to 57.3% in the first quarter of 2025.

•GAAP net loss of $20.5 million, compared to $39.1 million in the first quarter of 2025. Non-GAAP net income1 of $22.9 million, compared to non-GAAP net loss1 of $6.6 million in the first quarter of 2025.

•GAAP net loss per basic and diluted share of $0.13, compared to $0.27 in the first quarter of 2025. Non-GAAP net income per basic share1 of $0.15, compared to non-GAAP net loss per basic share1 of $0.05 in the first quarter of 2025. Non-GAAP net income per diluted share1 of $0.13, compared to non-GAAP net loss per diluted share1 of $0.05 in the first quarter of 2025.

Key Metrics

•Remaining Performance Obligations (RPO)2 were $369 million, up 63% from $226 million in the first quarter of 2025.

•Large customer count3 was 634 in the first quarter, up 39 from the first quarter of 2025.

•Fastly's top ten customers accounted for 34% of revenue in the first quarter of 2026 compared to 33% in the first quarter of 2025. Revenue from the top ten customers increased 25% year-over-year compared to revenue growth of 17% year-over-year from customers outside the top ten.

•Last 12-month net retention rate (LTM NRR)4 increased to 113% in the first quarter from 110% in the fourth quarter of 2025.

First Quarter Business and Product Highlights

•Fastly appointed Joan Jenkins as Chief Marketing Officer to help accelerate global growth and strengthen its leadership in edge computing, security, and AI, bringing the Fastly platform story to a global audience.

•Fastly was named a Leader in “The Forrester Wave™: Edge Development Platforms, Q1 2026 Report,” receiving one of the highest overall evaluation scores and was the only company to receive a "halo” designation, indicating superior customer feedback.

•Expanded Bot Management with Content Guard, securing the AI bot landscape by blocking unauthorized AI agents to monetize IP and provide publishers precise control through unmatched visibility into all automated traffic.

•Enhanced the API Security suite by adding prioritization tools, bulk actions, and CI/CD integrations to API Discovery, enabling stronger visibility of "shadow APIs" in enterprise ecosystems.

•Enhanced our Compute & Security offerings by adding popular coding languages to expand security layer utility across diverse developer use cases.

•Launched the Fastly Agent Toolkit, equipping AI coding agents with Fastly-specific "skills" to accelerate the customer development lifecycle, deployment and time-to-value on our platform.

Second Quarter and Full Year 2026 Guidance

Q2 2026 Full Year 2026

Total Revenue (millions) $170.0 - $176.0 $710.0 - $725.0

Non-GAAP Operating Income (millions)

$12.0 - $16.0 $58.0 - $68.0

Non-GAAP Net Income per share(5)(6)

$0.05 - $0.08 $0.27 - $0.33

A reconciliation of non-GAAP guidance measures to corresponding GAAP measures is not available on a forward-looking basis without unreasonable effort due to the uncertainty of expenses that may be incurred in the future and cannot be reasonably determined or predicted at this time, although it is important to note that these factors could be material to Fastly’s future GAAP financial results.

Conference Call Information

Fastly will host an investor conference call to discuss its results at 1:30 p.m. PT / 4:30 p.m. ET on Wednesday, May 6, 2026.

To access the conference call, please pre-register and dial-in using this link at least 15 minutes prior to the 1:30 p.m. PT start time. Registrants will receive an email confirmation with dial-in details.

A live webcast of the event can be accessed using this link. A replay of the webcast will be available on https://investors.fastly.com starting approximately two hours after the event and archived on the site for one quarter.

About Fastly, Inc.

Fastly’s powerful and programmable edge cloud platform helps the world’s top brands deliver online experiences that are fast, safe, and engaging through edge compute, delivery, security, and observability offerings that improve site performance, enhance security, and empower innovation at global scale. Compared to other providers, Fastly’s powerful, high-performance, and modern platform architecture empowers developers to deliver secure websites and apps with rapid time-to-market and demonstrated, industry-leading cost savings. Organizations around the world trust Fastly to help them upgrade the internet experience, including Reddit, Universal Music Group, and SeatGeek. Learn more about Fastly at https://www.fastly.com, and follow us @fastly.

Forward-Looking Statements

This press release contains “forward-looking” statements that are based on our beliefs and assumptions and on information currently available to us. Forward-looking statements may involve known and unknown risks, uncertainties, and other factors

that may cause our actual results, performance, or achievements to be materially different from those expressed or implied by the forward-looking statements. These statements include, but are not limited to, statements regarding our future financial and operating performance and shareholder returns, including our outlook and guidance and ability to improve liquidity; our ability to acquire new customers, expand cross-sell opportunities, and grow market share; our ability to enrich our revenue mix with platform enhancements; the performance of our existing and new platform enhancements; our ability to accelerate global growth; the performance, capabilities, and expectations regarding customer experiences with Bot Management with Content Guard, the API Security suite, including API Discovery, Next-Gen WAF, Fastly Agent Toolkit and its ability to enable coding agents to work with Fastly, and Object Storage; and Fastly's strategies, platform, and business plans. Except as required by law, we assume no obligation to update these forward-looking statements publicly or to update the reasons actual results could differ materially from those anticipated in the forward-looking statements, even if new information becomes available in the future. Important factors that could cause our actual results to differ materially are detailed from time to time in the reports Fastly files with the Securities and Exchange Commission (“SEC”), including those more fully described in Fastly’s Annual Report on Form 10-K for the year ended December 31, 2025. Additional information will also be set forth in Fastly’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, and other filings and reports that Fastly may file from time to time with the SEC. Copies of reports filed with the SEC are posted on Fastly’s website and are available from Fastly without charge.

Use of Non-GAAP Financial Measures

To supplement our condensed consolidated financial statements, which are prepared and presented in accordance with accounting principles generally accepted in the United States (“GAAP”), the Company uses the following non-GAAP measures of financial performance: non-GAAP gross profit, non-GAAP gross margin, non-GAAP operating income (loss), non-GAAP net income (loss), non-GAAP basic and diluted net income (loss) per common share, non-GAAP research and development, non-GAAP sales and marketing, non-GAAP general and administrative, free cash flow and adjusted EBITDA. The presentation of this additional financial information is not intended to be considered in isolation from, as a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP. These non-GAAP measures have limitations in that they do not reflect all of the amounts associated with our results of operations as determined in accordance with GAAP. In addition, these non-GAAP financial measures may be different from the non-GAAP financial measures used by other companies. These non-GAAP measures should only be used to evaluate our results of operations in conjunction with the corresponding GAAP measures. Management compensates for these limitations by reconciling these non-GAAP financial measures to the most comparable GAAP financial measures within our earnings releases.

Non-GAAP gross profit, non-GAAP gross margin, non-GAAP operating income (loss), non-GAAP net income (loss) and non-GAAP basic and diluted net income (loss) per common share, non-GAAP research and development, non-GAAP sales and marketing, and non-GAAP general and administrative differ from GAAP in that they exclude stock-based compensation expense and related employer payroll taxes, amortization of capitalized stock-based compensation - cost of revenue, amortization of acquired intangible assets, executive transition costs, and amortization of debt discount and issuance costs.

Adjusted EBITDA: excludes stock-based compensation expense and related employer payroll taxes, amortization of capitalized stock-based compensation - cost of revenue, depreciation and other amortization expenses, amortization of acquired intangible assets, executive transition costs, interest income, interest expense, including amortization of debt discount and issuance costs, other expense, net, and income taxes.

Amortization of Acquired Intangible Assets: consists of non-cash charges that can be affected by the timing and magnitude of asset purchases and acquisitions. Management considers its operating results without this activity when evaluating its ongoing non-GAAP performance and its adjusted EBITDA performance because these charges are non-cash expenses that can be affected by the timing and magnitude of asset purchases and acquisitions and may not be reflective of our core business, ongoing operating results, or future outlook.

Amortization of Debt Discount and Issuance Costs: consists primarily of amortization expense related to our debt obligations. Management considers its operating results without this activity when evaluating its ongoing non-GAAP net income (loss) performance and its adjusted EBITDA performance because it is not believed by management to be reflective of our core business, ongoing operating results or future outlook. These are included in our total interest expense.

Capital Expenditures: consists of cash used for purchases of property and equipment, net of proceeds from sale of property and equipment, capitalized internal-use software and payments on finance lease obligations, as reflected in our statement of cash flows.

Depreciation and Other Amortization Expense: consists of non-cash charges that can be affected by the timing and magnitude of asset purchases. Management considers its operating results without this activity when evaluating its ongoing adjusted EBITDA performance because these charges are non-cash expenses that can be affected by the timing and magnitude of asset purchases and may not be reflective of our core business, ongoing operating results, or future outlook.

net income (loss) performance and its adjusted EBITDA performance because it is not believed by management to be reflective of our core business, ongoing operating results, or future outlook.

Free Cash Flow: calculated as net cash used in operating activities less purchases of property and equipment, net of proceeds from sale of property and equipment, principal payments of finance lease liabilities and capitalized internal-use software costs. Management specifically identifies adjusting items in the reconciliation of GAAP to non-GAAP financial measures. Management considers non-GAAP free cash flow to be a profitability and liquidity measure that provides useful information to management and investors about the amount of cash generated by the business that can possibly be used for investing in Fastly's business and strengthening its balance sheet, but it is not intended to represent the residual cash flow available for discretionary expenditures. The presentation of non-GAAP free cash flow is also not meant to be considered in isolation or as an alternative to cash flows from operating activities as a measure of liquidity.

Income Taxes: consists primarily of expenses recognized related to state and foreign income taxes. Management considers its operating results without this activity when evaluating its ongoing adjusted EBITDA performance because it is not believed by management to be reflective of our core business, ongoing operating results or future outlook.

Interest Expense: consists primarily of interest expense related to our debt instruments, including amortization of debt discount and issuance costs. Management considers its operating results without this activity when evaluating its ongoing non-GAAP net income (loss) performance and its adjusted EBITDA performance because it is not believed by management to be reflective of our core business, ongoing operating results or future outlook.

Interest Income: consists primarily of interest income related to our marketable securities. Management considers its operating results without this activity when evaluating its ongoing non-GAAP net income (loss) performance and its adjusted EBITDA performance because it is not believed by management to be reflective of our core business, ongoing operating results or future outlook.

Other Expense, Net: consists primarily of foreign currency transaction gains and losses. Management considers its operating results without this activity when evaluating its ongoing adjusted EBITDA performance because it is not believed by management to be reflective of our core business, ongoing operating results or future outlook.

Stock-Based Compensation Expense and Related Employer Payroll Taxes: consists of expenses for stock options, restricted stock units, performance awards and other shares issued under our equity incentive plans or our Employee Stock Purchase Plan ("ESPP"), as applicable, and the related employer payroll taxes. Although stock-based compensation and its related employer payroll taxes are expenses for the Company, management considers its operating results without this activity when evaluating its ongoing non-GAAP net income (loss) performance and its adjusted EBITDA performance, primarily because they are expenses not believed by management to be reflective of our core business, ongoing operating results, or future outlook. In addition, the value of some stock-based instruments is determined using formulas that incorporate variables, such as market volatility, that are beyond our control.

Amortization of Capitalized Stock-Based Compensation - Cost of Revenue: in order to reflect the performance of our core business, ongoing operating results, or future outlook, and to be consistent with the way many investors evaluate our performance and compare our operating results to peer companies, similar to stock-based compensation, management considers it appropriate to exclude amortization of capitalized stock-based compensation from our non-GAAP financial measures.

Management believes these non-GAAP financial measures and adjusted EBITDA serve as useful metrics for our management and investors because they enable a better understanding of the long-term performance of our core business and facilitate comparisons of our operating results over multiple periods and to those of peer companies, and when taken together with the corresponding GAAP financial measures and our reconciliations, enhance investors' overall understanding of our current financial performance.

In the financial tables below, the Company provides a reconciliation of the most comparable GAAP financial measure to the historical non-GAAP financial measures used in this press release.

Key Metrics

1 Beginning with the quarter ended March 31, 2026, we are excluding stock-based compensation related employer payroll taxes from our non-GAAP gross margin, non-GAAP operating income (loss), non-GAAP net income (loss) per common share — basic and non-GAAP net income (loss) per common share — diluted, because we consider our operating results without this activity when evaluating our ongoing non-GAAP net income (loss) performance and our adjusted EBITDA performance. We did not recast the presentation for all prior periods presented due to the immaterial amount of such payroll taxes.

2 Remaining Performance Obligations include future committed revenue for periods within current contracts with customers, as well as deferred revenue arising from consideration invoiced for which the related performance obligations have not been satisfied. During the third quarter of 2025, we identified an error in RPO calculations from certain contracts with a termination-for-convenience clause. We recast the presentation of RPO for all prior periods presented to reflect the correction of this error.

3 Our large customers are defined as those with annualized current quarter revenue in excess of $100,000. This is calculated by taking the revenue for each customer within the quarter and multiplying it by four.

4 We calculate LTM Net Retention Rate by dividing the total customer revenue for the prior twelve-month period (“prior 12-month period”) ending at the beginning of the last twelve-month period (“LTM period”) minus revenue contraction due to billing decreases or customer churn, plus revenue expansion due to billing increases during the LTM period from the same customers by the total prior 12-month period revenue. We believe the LTM Net Retention Rate is supplemental as it removes some of the volatility that is inherent in a usage-based business model.

5 Non-GAAP net income (loss) per share is calculated as Non-GAAP net income (loss) divided by weighted average diluted shares for 2026.

6 Assumes weighted average diluted shares outstanding of 182.6 million in Q2 2026 and 182.0 million for the full year 2026.

Condensed Consolidated Statements of Operations

(in thousands, except per share amounts, unaudited)

Three months ended

March 31,

2026 2025

Revenue $ 173,021 $ 144,474

Cost of revenue(1)

64,840 67,676

Gross profit 108,181 76,798

Operating expenses:

Research and development(1)

41,972 37,429

Sales and marketing(1)

55,114 49,313

General and administrative(1)

34,990 28,235

Total operating expenses 132,076 114,977

Loss from operations (23,895) (38,179)

Interest income 2,927 2,975

Interest expense (3,306) (3,173)

Other expense, net (380) (80)

Loss before income taxes (24,654) (38,457)

Income tax (benefit) expense (4,130) 691

Net loss $ (20,524) $ (39,148)

Net loss per share attributable to common stockholders, basic and diluted $ (0.13) $ (0.27)

Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted 153,579 143,284

__________

(1)Includes stock-based compensation expense as follows:

Three months ended

March 31,

2026 2025

Cost of revenue $ 2,536 $ 1,939

Research and development 10,030 8,893

Sales and marketing 9,353 6,693

General and administrative 13,062 8,057

Total $ 34,981 $ 25,582

Reconciliation of GAAP to Non-GAAP Financial Measures

(in thousands, unaudited)

Three months ended

March 31,

2026 2025

Gross profit

GAAP gross profit $ 108,181 $ 76,798

Stock-based compensation expense and related employer payroll taxes(1)

2,748 1,939

Amortization of capitalized stock-based compensation - Cost of revenue

1,688 1,641

Amortization of acquired intangible assets — 2,475

Non-GAAP gross profit $ 112,617 $ 82,853

GAAP gross margin 62.5 % 53.2 %

Non-GAAP gross margin 65.1 % 57.3 %

Research and development

GAAP research and development $ 41,972 $ 37,429

Stock-based compensation expense and related employer payroll taxes(1)

(11,388) (8,893)

Non-GAAP research and development $ 30,584 $ 28,536

Sales and marketing

GAAP sales and marketing $ 55,114 $ 49,313

Stock-based compensation expense and related employer payroll taxes(1)

(10,140) (6,693)

Amortization of acquired intangible assets (2,159) (2,301)

Executive transition costs (262) —

Non-GAAP sales and marketing $ 42,553 $ 40,319

General and administrative

GAAP general and administrative $ 34,990 $ 28,235

Stock-based compensation expense and related employer payroll taxes(1)

(13,592) (8,057)

Executive transition costs (1,061) (335)

Non-GAAP general and administrative $ 20,337 $ 19,843

Operating income (loss)

GAAP operating loss $ (23,895) $ (38,179)

Stock-based compensation expense and related employer payroll taxes(1)

37,868 25,582

Amortization of capitalized stock-based compensation - Cost of revenue

1,688 1,641

Executive transition costs 1,323 335

Amortization of acquired intangible assets 2,159 4,776

Non-GAAP operating income (loss) $ 19,143 $ (5,845)

Net income (loss)

GAAP net loss $ (20,524) $ (39,148)

Stock-based compensation expense and related employer payroll taxes(1)

37,868 25,582

Amortization of capitalized stock-based compensation - Cost of revenue

1,688 1,641

Executive transition costs 1,323 335

Amortization of acquired intangible assets 2,159 4,776

Amortization of debt discount and issuance costs 401 217

Non-GAAP net income (loss) $ 22,915 $ (6,597)

Non-GAAP net income (loss) per common share — basic $ 0.15 $ (0.05)

Non-GAAP net income (loss) per common share — diluted $ 0.13 $ (0.05)

Weighted average basic common shares 153,579 143,284

Weighted average diluted common shares 176,494 143,284

(1) Similar to stock-based compensation, we believe it is also appropriate to exclude employer payroll taxes related to stock-based compensation from our non-GAAP financial measures in order to reflect the performance of our core business and to be consistent with the way many investors evaluate our performance and compare our operating results to peer companies. However, we have not historically done so. In order to continue to improve the usefulness of our non-GAAP financial measures to the investors, starting with the quarter ended March 31, 2026, we are excluding stock-based compensation related employer payroll taxes from our non-GAAP financial measures. We did not recast the presentation for all prior periods presented due to the immaterial amount of such payroll taxes. Refer to Non-GAAP Financial Measures definition for further details.

Reconciliation of GAAP to Non-GAAP Financial Measures

(in thousands, unaudited) (continued)

Three months ended

March 31,

2026 2025

Reconciliation of GAAP to Non-GAAP diluted shares

GAAP diluted shares 153,579 143,284

Other dilutive equity awards 22,915 —

Non-GAAP diluted shares 176,494 143,284

Non-GAAP diluted net income (loss) per share 0.13 (0.05)

Three months ended

March 31,

2026 2025

Adjusted EBITDA

GAAP net loss $ (20,524) $ (39,148)

Stock-based compensation expense and related employer payroll taxes(1)

37,868 25,582

Amortization of capitalized stock-based compensation - Cost of revenue 1,688 1,641

Depreciation and other amortization 10,320 13,650

Amortization of acquired intangible assets 2,159 4,776

Amortization of debt discount and issuance costs 401 217

Executive transition costs 1,323 335

Interest income (2,927) (2,975)

Interest expense 2,905 2,956

Other expense, net 380 80

Income tax (benefit) expense (4,130) 691

Adjusted EBITDA $ 29,463 $ 7,805

(1)Similar to stock-based compensation, we believe it is also appropriate to exclude employer payroll taxes related to stock-based compensation from our non-GAAP financial measures in order to reflect the performance of our core business and to be consistent with the way many investors evaluate our performance and compare our operating results to peer companies. However, we have not historically done so. In order to continue to improve the usefulness of our non-GAAP financial measures to the investors, starting with the quarter ended March 31, 2026, we are excluding stock-based compensation related employer payroll taxes from our non-GAAP financial measures. We did not recast the presentation for all prior periods presented due to the immaterial amount of such payroll taxes. Refer to Non-GAAP Financial Measures definition for further details.

Condensed Consolidated Balance Sheets

(in thousands, unaudited)

As of

March 31, 2026 As of

December 31, 2025

ASSETS

Current assets:

Cash and cash equivalents $ 146,670 $ 180,563

Marketable securities

183,819 181,196

Accounts receivable, net of allowance for credit losses 130,037 118,029

Prepaid expenses and other current assets 29,560 26,921

Total current assets 490,086 506,709

Property and equipment, net 215,911 186,785

Operating lease right-of-use assets, net 57,697 52,067

Goodwill 670,356 670,356

Intangible assets, net 23,494 25,771

Other assets 55,984 57,789

Total assets $ 1,513,528 $ 1,499,477

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:

Accounts payable $ 39,006 $ 17,612

Accrued expenses 45,523 70,669

Long-term debt, current — 38,557

Operating lease liabilities, current 28,107 24,427

Deferred revenue

39,560 35,234

Other current liabilities 11,244 7,499

Total current liabilities 163,440 193,998

Long-term debt, net

323,620 323,282

Operating lease liabilities, non-current 46,019 43,921

Other long-term liabilities 3,303 8,698

Total liabilities 536,382 569,899

Stockholders’ equity:

Common stock 3 3

Additional paid-in capital 2,112,577 2,044,103

Accumulated other comprehensive loss (423) (41)

Accumulated deficit (1,135,011) (1,114,487)

Total stockholders’ equity 977,146 929,578

Total liabilities and stockholders’ equity $ 1,513,528 $ 1,499,477

Condensed Consolidated Statements of Cash Flows

(in thousands, unaudited)

Three months ended

March 31,

2026 2025

Cash flows from operating activities:

Net loss $ (20,524) $ (39,148)

Adjustments to reconcile net loss to net cash provided by operating activities:

Depreciation expense 11,892 15,167

Amortization of intangible assets 2,277 4,900

Non-cash lease expense 6,198 5,655

Amortization of debt discount and issuance costs 401 217

Amortization of deferred contract costs 4,758 4,850

Stock-based compensation 34,981 25,582

Deferred income taxes (4,330) 422

Provision for credit losses 1,518 946

Loss on disposals of property and equipment 276 —

Accretion of discounts on investments (798) (626)

Other adjustments (218) 376

Changes in operating assets and liabilities:

Accounts receivable, net (13,526) (3,993)

Prepaid expenses and other current assets (2,639) 2,216

Other assets 1,350 (2,095)

Accounts payable 6,812 2,575

Accrued expenses 3,523 (3,383)

Operating lease liabilities (5,809) (5,556)

Other liabilities 2,724 9,183

Net cash provided by operating activities

28,866 17,288

Cash flows from investing activities:

Purchases of marketable securities (179,340) (179,486)

Maturities of marketable securities 177,143 7,969

Purchases of property and equipment (21,021) (2,605)

Capitalized internal-use software (3,736) (4,763)

Net cash used in investing activities (26,954) (178,885)

Cash flows from financing activities:

Repayment of convertible senior notes (38,593) —

Payments of other debt issuance costs (502) —

Repayments of finance lease liabilities — (1,711)

Proceeds from exercise of vested stock options 1,043 408

Proceeds from employee stock purchase plan 2,279 2,131

Net cash (used in) provided by financing activities (35,773) 828

Effects of exchange rate changes on cash and cash equivalents (32) 78

Net decrease in cash and cash equivalents (33,893) (160,691)

Cash and cash equivalents at beginning of period 180,563 286,175

Cash and cash equivalents at end of period $ 146,670 $ 125,484

Free Cash Flow

(in thousands, unaudited)

Three months ended

March 31,

2026 2025

Net cash provided by operating activities

$ 28,866 $ 17,288

Capital expenditures(1)

(24,757) (9,079)

Free Cash Flow $ 4,109 $ 8,209

__________

(1)Capital expenditures are defined as cash used for purchases of property and equipment, net of proceeds from sale of property and equipment, capitalized internal-use software and payments on finance lease obligations, as reflected in our statement of cash flows.

Contacts

Investor Contact

Vernon Essi, Jr.

ir@fastly.com

Media Contact

Stacey Hurwitz

press@fastly.com

Source: Fastly, Inc.

EX-99.2

Filename: ex992-investorsupplement33.htm · Sequence: 3

Document

First Quarter 2026 Investor Supplement

Product Innovation and Developments

•Enhanced the API Security suite by adding prioritization tools, bulk actions, and CI/CD integrations to API Discovery, enabling stronger visibility of "shadow APIs" in enterprise ecosystems.

•Enhanced our Compute & Security offerings by adding popular coding languages to expand security layer utility across diverse developer use cases.

•Launched the Fastly Agent Toolkit, equipping AI coding agents with Fastly-specific "skills" to accelerate the customer development lifecycle, deployment and time-to-value on our platform.

Customer Highlights

•A large social media platform selected Fastly’s full platform to support its API and Video-on-Demand operations in this multimillion dollar ARR win.

•A privacy-first web browser leveraged the Fastly platform to power a native, in-browser VPN.

•A global social media provider selected Fastly in a critical cross-sell win to secure its global API traffic.

•A leading digital payment conglomerate expanded its Fastly footprint by adding 10 new products and services on our platform.

•A multi-national tech company chose Fastly for our network, security and privacy offerings to accelerate and secure their critical workloads.

Calculations of Key and Other Selected Metrics – Quarterly (unaudited)

Q2 2024 Q3 2024 Q4 2024 Q1 2025 Q2 2025 Q3 2025 Q4 2025 Q1 2026

Revenue by Product (in millions):

Network Services Revenue $ 104.2 $ 107.4 $ 110.1 $ 113.3 $ 114.9 $ 118.8 $ 130.8 $ 126.2

Security Revenue $ 25.4 $ 26.2 $ 26.9 $ 26.4 $ 29.3 $ 34.0 $ 35.4 $ 38.8

Other Revenue $ 2.8 $ 3.6 $ 3.6 $ 4.8 $ 4.5 $ 5.4 $ 6.4 $ 8.0

Total Revenue $ 132.4 $ 137.2 $ 140.6 $ 144.5 $ 148.7 $ 158.2 $ 172.6 $ 173.0

Key Metrics:

Large Customer Count(6)

601 576 596 595 622 627 628 634

Large Customer Revenue % 91 % 92 % 93 % 93 % 94 % 94 % 94 % 94 %

Top Ten Customer Revenue % 34 % 33 % 32 % 33 % 31 % 32 % 34 % 34 %

LTM Net Retention Rate (NRR)(2)

110 % 105 % 102 % 100 % 104 % 106 % 110 % 113 %

Remaining Performance Obligations (RPO)(1)

$ 220.2 $ 231.1 $ 227.6 $ 225.9 $ 247.1 $ 268.0 $ 353.8 $ 368.7

Current RPO %(7)

78.0 % 78.0 % 79.0 % 69.0 % 76.0 % 77.0 % 70.0 % 75.0 %

Exhibit 99.2

Corporate Highlights

Key Financial & Metrics Highlights

•Total revenue of $173.0 million, representing 20% year-over-year growth highlighted by Security revenue growing 47% year-over-year and representing 22% of total revenue.

•Remaining Performance Obligations (RPO)1 were $369 million, up 63% from $226 million in the first quarter of 2025.

•Last 12-month net retention rate (LTM NRR)2 increased to 113% in the first quarter from 110% in the fourth quarter of 2025.

Second Quarter and Full Year 2026 Guidance

Q2 2026 Full Year 2026

Total Revenue (millions) $170.0 - $176.0 $710.0 - $725.0

Non-GAAP Operating Income (millions)(3)

$12.0 - $16.0 $58.0 - $68.0

Non-GAAP Net Income per share(4)(5)

$0.05 - $0.08 $0.27 - $0.33

Key Metrics

1.Remaining Performance Obligations include future committed revenue for periods within current contracts with customers, as well as deferred revenue arising from consideration invoiced for which the related performance obligations have not been satisfied. During the third quarter of 2025, we identified an error in RPO calculations from certain contracts with a termination-for-convenience clause. We recast the presentation of RPO for all prior periods presented to reflect the correction of this error.

2.We calculate LTM Net Retention Rate by dividing the total customer revenue for the prior twelve-month period (“prior 12-month period”) ending at the beginning of the last twelve-month period (“LTM period”) minus revenue contraction due to billing decreases or customer churn, plus revenue expansion due to billing increases during the LTM period from the same customers by the total prior 12-month period revenue. We believe the LTM Net Retention Rate is supplemental as it removes some of the volatility that is inherent in a usage-based business model.

3.For a reconciliation of non-GAAP financial measures to their corresponding GAAP measures, please refer to the reconciliation table at the end of this supplement.

4.Assumes weighted average diluted shares outstanding of 182.6 million in Q2 2026 and 182.0 million for the full year 2026.

5.Non-GAAP net income (loss) per share is calculated as Non-GAAP net income (loss) divided by weighted average diluted shares for 2026.

6.Our large customers are defined as those with annualized current quarter revenue in excess of $100,000. This is calculated by taking the revenue for each customer within the quarter and multiplying it by four.

7.Current RPO % is calculated as RPO expected to be recognized over the next 12 months divided by total RPO. During the third quarter of 2025, we identified an error in RPO calculations from certain contracts with a termination-for-convenience clause. We recast the presentation of current RPO for all prior periods presented to reflect the correction of this error.

Forward-Looking Statements

This investor supplement contains “forward-looking” statements that are based on our beliefs and assumptions and on information currently available to us. Forward-looking statements may involve known and unknown risks, uncertainties, and other factors that may cause our actual results, performance, or achievements to be materially different from those expressed or implied by the forward-looking statements. These statements include, but are not limited to, statements regarding our future financial and operating performance and shareholder returns, including our outlook and guidance and ability to improve liquidity; our ability to acquire new customers, expand cross-sell opportunities, and grow market share; our ability to enrich our revenue mix with platform enhancements; our ability to accelerate global growth; the performance, capabilities, and expectations regarding customer experiences with Bot Management with Content Guard, the API Security suite, including API Discovery, Next-Gen WAF, Fastly Agent Toolkit and its ability to enable coding agents to work with Fastly, and Object Storage; and Fastly's strategies, platform, and business plans. Except as required by law, we assume no obligation to update these forward-looking statements publicly or to update the reasons actual results could differ materially from those anticipated in the forward-looking statements, even if new information becomes available in the future. Important factors that could cause our actual results to differ materially are detailed from time to time in the reports Fastly files with the Securities and Exchange Commission (“SEC”), including those more fully described in Fastly's Annual Report on Form 10-K for the year ended December 31, 2025. Additional information will also be set forth in Fastly’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, and other filings and reports that Fastly may file from time to time with the SEC. Copies of reports filed with the SEC are posted on Fastly’s website and are available from Fastly without charge.

Non-GAAP Financial Measures

To supplement our condensed consolidated financial statements, which are prepared and presented in accordance with accounting principles generally accepted in the United States ("GAAP"), the Company uses the following non-GAAP measures of financial performance: non-GAAP gross profit, non-GAAP gross margin, non-GAAP operating income (loss), non-GAAP net income (loss), non-GAAP basic and diluted net income (loss) per common share, non-GAAP research and development, non-GAAP sales and marketing, non-GAAP general and administrative, free cash flow and adjusted EBITDA. The presentation of this additional financial information is not intended to be considered in isolation from, as a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP. These non-GAAP measures have limitations in that they do not reflect all of the amounts associated with our results of operations as determined in accordance with GAAP. In addition, these non-GAAP financial measures may be different from the non-GAAP financial measures used by other companies. These non-GAAP measures should only be used to evaluate our results of operations in conjunction with the corresponding GAAP measures. Management compensates for these limitations by reconciling these non-GAAP financial measures to the most comparable GAAP financial measures within our earnings releases.

Non-GAAP gross profit, non-GAAP gross margin, non-GAAP operating loss, non-GAAP net income (loss) and non-GAAP basic and diluted net income (loss) per common share, non-GAAP research and development, non-GAAP sales and marketing, and non-GAAP general and administrative differ from GAAP in that they exclude stock-based compensation expense and related employer payroll taxes, amortization of capitalized stock-based compensation - cost of revenue, amortization of acquired intangible assets, executive transition costs, net gain on extinguishment of debt, impairment expense, restructuring charges, gain on modification of lease, and amortization of debt discount and issuance costs.

Adjusted EBITDA: excludes stock-based compensation expense and related employer payroll taxes, amortization of capitalized stock-based compensation - cost of revenue, gain on modification of lease, depreciation and other amortization expenses, amortization of acquired intangible assets, net gain on extinguishment of debt, impairment expense, executive transition costs, restructuring charges, interest income, interest expense, including amortization of debt discount and issuance costs, other income (expense), net, and income taxes.

Executive Transition Costs: consists of one-time cash charges recognized with respect to changes in our executive’s employment status. Management considers its operating results without this activity when evaluating its ongoing non-GAAP net income (loss) performance and its adjusted EBITDA performance because it is not believed by management to be reflective of our core business, ongoing operating results, or future outlook.

Free Cash Flow: calculated as net cash used in operating activities less purchases of property and equipment, net of proceeds from sale of property and equipment, principal payments of finance lease liabilities, capitalized internal-use software costs and advance payments made related to capital expenditures. Management specifically identifies adjusting items in the reconciliation of GAAP to non-GAAP financial measures. Management considers non-GAAP free cash flow to be a profitability and liquidity measure that provides useful information to management and investors about the amount of cash generated by the business that can possibly be used for investing in Fastly's business and strengthening its balance sheet, but it is not intended to represent the residual cash flow available for discretionary expenditures. The presentation of non-GAAP free cash flow is also not meant to be considered in isolation or as an alternative to cash flows from operating activities as a measure of liquidity.

Gain on Modification of Lease: consists of a one-time non-cash charge recognized with respect to the modification of our leases. Management considers its operating results without this activity when evaluating its ongoing non-GAAP net income (loss) performance and its adjusted EBITDA performance because it is not believed by management to be reflective of our core business, ongoing operating results, or future outlook.

Impairment Expense: consists of charges related to our long-lived assets. Management considers its operating results without this activity when evaluating its ongoing non-GAAP net income (loss) performance and its adjusted EBITDA performance because it is not believed by management to be reflective of our core business, ongoing operating results or future outlook.

Interest Income: consists primarily of interest income related to our marketable securities. Management considers its operating results without this activity when evaluating its ongoing non-GAAP net income (loss) performance and adjusted EBITDA performance because it is not believed by management to be reflective of our core business, ongoing operating results or future outlook.

Net Gain on Debt Extinguishment: relates to net gain on the partial repurchase of our outstanding convertible debt. Management considers its operating results without this activity when evaluating its ongoing non-GAAP net income (loss) performance and its adjusted EBITDA performance because it is not believed by management to be reflective of our core business, ongoing operating results or future outlook.

Other Income (Expense), Net: consists primarily of foreign currency transaction gains and losses. Management considers its operating results without this activity when evaluating its ongoing adjusted EBITDA performance because it is not believed by management to be reflective of our core business, ongoing operating results or future outlook.

Restructuring Charges: consists primarily of employee-related severance and termination benefits related to management's restructuring plan that resulted in a reduction in our workforce. Management considers its operating results without this activity when evaluating its ongoing non-GAAP net income (loss) performance and its adjusted EBITDA performance because it is not believed by management to be reflective of our core business, ongoing operating results or future outlook.

our performance and compare our operating results to peer companies, similar to stock-based compensation, management considers it appropriate to exclude amortization of capitalized stock-based compensation from our non-GAAP financial measures.

In the financial tables below, the Company provides a reconciliation of the most comparable GAAP financial measure to the historical non-GAAP financial measures used in this investor supplement.

Consolidated Statements of Operations – Quarterly

(unaudited, in thousands, except per share amounts)

Q2 2024 Q3 2024 Q4 2024 Q1 2025 Q2 2025 Q3 2025 Q4 2025 Q1 2026

Revenue $ 132,371 $ 137,206 $ 140,579 $ 144,474 $ 148,709 $ 158,223 $ 172,612 $ 173,021

Cost of revenue(1)

59,470 62,466 65,516 67,676 67,593 65,894 66,652 64,840

Gross profit 72,901 74,740 75,063 76,798 81,116 92,329 105,960 108,181

Operating expenses:

Research and development(1)

35,106 31,884 32,742 37,429 42,221 41,421 41,591 41,972

Sales and marketing(1)

52,959 45,994 50,050 49,313 51,100 49,998 51,023 55,114

General and administrative(1)

28,433 27,173 26,154 28,235 24,323 29,698 28,436 34,990

Impairment expense 3,137 559 448 — 415 — — —

Restructuring charges

— 9,720 — — — — — —

Total operating expenses 119,635 115,330 109,394 114,977 118,059 121,117 121,050 132,076

Loss from operations (46,734) (40,590) (34,331) (38,179) (36,943) (28,788) (15,090) (23,895)

Net gain on extinguishment of debt — — 1,365 — — — 941 —

Interest income 3,937 3,819 3,267 2,975 3,084 3,080 3,151 2,927

Interest expense (464) (473) (1,231) (3,173) (3,164) (3,161) (3,201) (3,306)

Other income (expense), net

193 (317) (815) (80) 39 (55) (625) (380)

Loss before income taxes

(43,068) (37,561) (31,745) (38,457) (36,984) (28,924) (14,824) (24,654)

Income tax expense (benefit) 661 455 1,141 691 557 559 681 (4,130)

Net loss $ (43,729) $ (38,016) $ (32,886) $ (39,148) $ (37,541) $ (29,483) $ (15,505) $ (20,524)

Net loss per share attributable to common stockholders, basic and diluted $ (0.32) $ (0.27) $ (0.23) $ (0.27) $ (0.26) $ (0.20) $ (0.10) $ (0.13)

Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted 137,444 139,237 141,085 143,284 145,780 148,129 150,324 153,579

__________

(1)Includes stock-based compensation expense as follows:

Q2 2024 Q3 2024 Q4 2024 Q1 2025 Q2 2025 Q3 2025 Q4 2025 Q1 2026

Cost of revenue $ 2,044 $ 1,911 $ 1,910 $ 1,939 $ 2,573 $ 2,861 $ 2,764 $ 2,536

Research and development 7,983 7,378 7,922 8,893 11,755 11,915 11,890 10,030

Sales and marketing 7,058 7,113 7,047 6,693 8,176 8,754 9,348 9,353

General and administrative 9,063 8,614 8,066 8,057 3,831 9,599 8,275 13,062

Total $ 26,148 $ 25,016 $ 24,945 $ 25,582 $ 26,335 $ 33,129 $ 32,277 $ 34,981

Reconciliation of GAAP to Non-GAAP Financial Measures - Quarterly

(unaudited, in thousands, except per share amounts)

Q2 2024 Q3 2024 Q4 2024 Q1 2025 Q2 2025 Q3 2025 Q4 2025 Q1 2026

Gross profit

GAAP gross profit $ 72,901 $ 74,740 $ 75,063 $ 76,798 $ 81,116 $ 92,329 $ 105,960 $ 108,181

Stock-based compensation expense and related employer payroll taxes(1)

2,044 1,911 1,910 1,939 2,573 2,861 2,764 2,748

Amortization of capitalized stock-based compensation - cost of revenue 1,184 1,338 1,371 1,641 1,581 1,664 1,662 1,688

Amortization of acquired intangible assets 2,475 2,475 2,475 2,475 2,475 2,475 — —

Non-GAAP gross profit 78,604 80,464 80,819 82,853 87,745 99,329 110,386 112,617

GAAP gross margin 55.1% 54.5% 53.4% 53.2% 54.5% 58.4% 61.4% 62.5%

Non-GAAP gross margin 59.4% 58.6% 57.5% 57.3% 59.0% 62.8% 64.0% 65.1%

Research and development

GAAP research and development 35,106 31,884 32,742 37,429 42,221 41,421 41,591 41,972

Stock-based compensation expense and related employer payroll taxes(1)

(7,983) (7,378) (7,922) (8,893) (11,755) (11,915) (11,890) (11,388)

Executive transition costs — — — — — (326) (221) —

Non-GAAP research and development 27,123 24,506 24,820 28,536 30,466 29,180 29,480 30,584

Sales and marketing

GAAP sales and marketing 52,959 45,994 50,050 49,313 51,100 49,998 51,023 55,114

Stock-based compensation expense and related employer payroll taxes(1)

(7,058) (7,113) (7,047) (6,693) (8,176) (8,754) (9,348) (10,140)

Amortization of acquired intangible assets (2,301) (2,300) (2,299) (2,301) (2,279) (2,159) (2,159) (2,159)

Executive transition costs — — — — — — — (262)

Non-GAAP sales and marketing 43,600 36,581 40,704 40,319 40,645 39,085 39,516 42,553

General and administrative

GAAP general and administrative 28,433 27,173 26,154 28,235 24,323 29,698 28,436 34,990

Stock-based compensation expense and related employer payroll taxes(1)

(9,063) (8,614) (8,066) (8,057) (3,831) (9,599) (8,275) (13,592)

Executive transition costs — — — (335) — (643) — (1,061)

Gain on modification of lease

— — — — 736 — — —

Non-GAAP general and administrative 19,370 18,559 18,088 19,843 21,228 19,456 20,161 20,337

Operating income (loss)

GAAP operating loss (46,734) (40,590) (34,331) (38,179) (36,943) (28,788) (15,090) (23,895)

Stock-based compensation expense and related employer payroll taxes(1)

26,148 25,016 24,945 25,582 26,335 33,129 32,277 37,868

Amortization of capitalized stock-based compensation - cost of revenue 1,184 1,338 1,371 1,641 1,581 1,664 1,662 1,688

Restructuring charges — 9,720 — — — — — —

Executive transition costs — — — 335 — 969 221 1,323

Gain on modification of lease — — — — (736) — — —

Amortization of acquired intangible assets 4,776 4,775 4,774 4,776 4,754 4,634 2,159 2,159

Impairment expense 3,137 559 448 — 415 — — —

Non-GAAP operating income (loss)

(11,489) 818 (2,793) (5,845) (4,594) 11,608 21,229 19,143

Net income (loss)

GAAP net loss (43,729) (38,016) (32,886) (39,148) (37,541) (29,483) (15,505) (20,524)

Stock-based compensation expense and related employer payroll taxes(1)

26,148 25,016 24,945 25,582 26,335 33,129 32,277 37,868

Amortization of capitalized stock-based compensation - cost of revenue 1,184 1,338 1,371 1,641 1,581 1,664 1,662 1,688

Restructuring charges

— 9,720 — — — — — —

Executive transition costs — — — 335 — 969 221 1,323

Gain on modification of lease — — — — (736) — — —

Amortization of acquired intangible assets 4,776 4,775 4,774 4,776 4,754 4,634 2,159 2,159

Net gain on extinguishment of debt — — (1,365) — — — (941) —

Impairment expense 3,137 559 448 — 415 — — —

Amortization of debt issuance costs 349 358 318 217 217 216 257 401

Non-GAAP net income (loss) $ (8,135) $ 3,750 $ (2,395) $ (6,597) $ (4,975) $ 11,129 $ 20,130 $ 22,915

GAAP net loss per common share — basic and diluted $ (0.32) $ (0.27) $ (0.23) $ (0.27) $ (0.26) $ (0.20) $ (0.10) $ (0.13)

Non-GAAP net income (loss) per common share — basic $ (0.06) $ 0.03 $ (0.02) $ (0.05) $ (0.03) $ 0.08 $ 0.13 $ 0.15

Non-GAAP net income (loss) per common share — diluted $ (0.06) $ 0.03 $ (0.02) $ (0.05) $ (0.03) $ 0.07 $ 0.12 $ 0.13

Weighted average basic common shares 137,444 139,237 141,085 143,284 145,780 148,129 150,324 153,579

Weighted average diluted common shares 137,444 143,415 141,085 143,284 145,780 161,229 164,074 176,494

(1)Similar to stock-based compensation, we believe it is also appropriate to exclude employer payroll taxes related to stock-based compensation from our non-GAAP financial measures in order to reflect the performance of our core business and to be consistent with the way many investors evaluate our performance and compare our operating results to peer companies. However, we have not historically done so. In order to continue to improve the usefulness of our non-GAAP financial measures to the investors, starting with the quarter ended March 31, 2026, we are excluding stock-based compensation related employer payroll taxes from our non-GAAP financial measures. We did not recast the presentation for all prior periods presented due to the immaterial amount of such payroll taxes. Refer to Non-GAAP Financial Measures definition for further details.

Reconciliation of GAAP to Non-GAAP Financial Measures - Quarterly (Continued)

(unaudited, in thousands, except per share amounts)

Q2 2024 Q3 2024 Q4 2024 Q1 2025 Q2 2025 Q3 2025 Q4 2025 Q1 2026

Reconciliation of GAAP to Non-GAAP diluted shares:

GAAP diluted shares 137,444 139,237 141,085 143,284 145,780 148,129 150,324 153,579

Other dilutive equity awards — 4,178 — — — 13,100 13,750 22,915

Non-GAAP diluted shares 137,444 143,415 141,085 143,284 145,780 161,229 164,074 176,494

Non-GAAP diluted net income (loss) per share (0.06) 0.03 (0.02) (0.05) (0.03) 0.07 0.12 0.13

Q2 2024 Q3 2024 Q4 2024 Q1 2025 Q2 2025 Q3 2025 Q4 2025 Q1 2026

Adjusted EBITDA

GAAP net loss $ (43,729) $ (38,016) $ (32,886) $ (39,148) $ (37,541) $ (29,483) $ (15,505) $ (20,524)

Stock-based compensation expense and related employer payroll taxes(1)

26,148 25,016 24,945 25,582 26,335 33,129 32,277 37,868

Amortization of capitalized stock-based compensation - cost of revenue 1,184 1,338 1,371 1,641 1,581 1,664 1,662 1,688

Gain on modification of lease — — — — (736) — — —

Depreciation and other amortization 13,443 13,781 13,911 13,650 13,505 14,101 13,725 10,320

Amortization of acquired intangible assets 4,776 4,775 4,774 4,776 4,754 4,634 2,159 2,159

Amortization of debt discount and issuance costs 349 358 318 217 217 216 257 401

Net gain on extinguishment of debt — — (1,365) — — — (941) —

Impairment expense 3,137 559 448 — 415 — — —

Executive transition costs — — — 335 — 969 221 1,323

Restructuring charges — 9,720 — — — — — —

Interest income (3,937) (3,819) (3,267) (2,975) (3,084) (3,080) (3,151) (2,927)

Interest expense 115 115 913 2,956 2,947 2,945 2,944 2,905

Other (income) expense, net (193) 317 815 80 (39) 55 625 380

Income tax (benefit) expense 661 455 1,141 691 557 559 681 (4,130)

Adjusted EBITDA $ 1,954 $ 14,599 $ 11,118 $ 7,805 $ 8,911 $ 25,709 $ 34,954 $ 29,463

(1)Similar to stock-based compensation, we believe it is also appropriate to exclude employer payroll taxes related to stock-based compensation from our non-GAAP financial measures in order to reflect the performance of our core business and to be consistent with the way many investors evaluate our performance and compare our operating results to peer companies. However, we have not historically done so. In order to continue to improve the usefulness of our non-GAAP financial measures to the investors, starting with the quarter ended March 31, 2026, we are excluding stock-based compensation related employer payroll taxes from our non-GAAP financial measures. We did not recast the presentation for all prior periods presented due to the immaterial amount of such payroll taxes. Refer to Non-GAAP Financial Measures definition for further details.

Non-GAAP Consolidated Statements of Operations - Quarterly

(unaudited, in thousands, except per share amounts)

Q2 2024 Q3 2024 Q4 2024 Q1 2025 Q2 2025 Q3 2025 Q4 2025 Q1 2026

Revenue $ 132,371 $ 137,206 $ 140,579 $ 144,474 $ 148,709 $ 158,223 $ 172,612 $ 173,021

Cost of revenue(1)(2)(3)

53,767 56,742 59,760 61,621 60,964 58,894 62,226 60,404

Gross profit(1)(2)

78,604 80,464 80,819 82,853 87,745 99,329 110,386 112,617

Operating expenses:

Research and development(1)(4)

27,123 24,506 24,820 28,536 30,466 29,180 29,480 30,584

Sales and marketing(1)(3)

43,600 36,581 40,704 40,319 40,645 39,085 39,516 42,553

General and administrative(1)(4)(5)

19,370 18,559 18,088 19,843 21,228 19,456 20,161 20,337

Total operating expenses(1)(2)(3)(4)(5)(6)(7)

90,093 79,646 83,612 88,698 92,339 87,721 89,157 93,474

Income (loss) from operations(1)(2)(3)(4)(5)(6)(7)

(11,489) 818 (2,793) (5,845) (4,594) 11,608 21,229 19,143

Interest income 3,937 3,819 3,267 2,975 3,084 3,080 3,151 2,927

Interest expense(8)

(115) (115) (913) (2,956) (2,947) (2,945) (2,944) (2,905)

Other income (expense), net 193 (317) (815) (80) 39 (55) (625) (380)

Income (loss) before income taxes(1)(2)(3)(4)(5)(6)(7)(8)(9)

(7,474) 4,205 (1,254) (5,906) (4,418) 11,688 20,811 18,785

Income tax expense (benefit) 661 455 1,141 691 557 559 681 (4,130)

Net income (loss)(1)(2)(3)(4)(5)(6)(7)(8)(9)

$ (8,135) $ 3,750 $ (2,395) $ (6,597) $ (4,975) $ 11,129 $ 20,130 $ 22,915

Net income (loss) per share attributable to common stockholders, basic

$ (0.06) $ 0.03 $ (0.02) $ (0.05) $ (0.03) $ 0.08 $ 0.13 $ 0.15

Net income (loss) per share attributable to common stockholders, diluted

$ (0.06) $ 0.03 $ (0.02) $ (0.05) $ (0.03) $ 0.07 $ 0.12 $ 0.13

Weighted-average shares used in computing net income (loss) per share attributable to common stockholders, basic 137,444 139,237 141,085 143,284 145,780 148,129 150,324 153,579

Weighted-average shares used in computing net income (loss) per share attributable to common stockholders, diluted 137,444 143,415 141,085 143,284 145,780 161,229 164,074 176,494

(1)Excludes stock-based compensation expense and related employer payroll taxes. See GAAP to Non-GAAP reconciliations.

(2)Excludes amortization of capitalized stock-based compensation - cost of revenue. See GAAP to Non-GAAP reconciliations.

(3)Excludes amortization of acquired intangible assets. See GAAP to Non-GAAP reconciliations.

(4)Excludes executive transition costs. See GAAP to Non-GAAP reconciliations.

(5)Excludes gain on modification of lease. See GAAP to Non-GAAP reconciliations.

(6)Excludes impairment expense. See GAAP to Non-GAAP reconciliations.

(7)Excludes restructuring charges. See GAAP to Non-GAAP reconciliations.

(8)Excludes amortization of debt discount and issuance costs. See GAAP to Non-GAAP reconciliations.

(9)Excludes net gain on extinguishment of debt. See GAAP to Non-GAAP reconciliations.

Consolidated Balance Sheets - Quarterly

(unaudited, in thousands)

Q2 2024 Q3 2024 Q4 2024 Q1 2025 Q2 2025 Q3 2025 Q4 2025 Q1 2026

Assets

Current assets:

Cash and cash equivalents $ 147,196 $ 217,514 $ 286,175 $ 125,484 $ 82,487 $ 113,131 $ 180,563 $ 146,670

Marketable securities

164,569 90,733 9,707 181,808 238,721 229,780 181,196 183,819

Accounts receivable, net of allowance for credit losses 113,878 116,800 115,988 119,035 117,318 109,184 118,029 130,037

Prepaid expenses and other current assets 25,312 28,011 28,325 26,243 26,137 27,689 26,921 29,560

Total current assets 450,955 453,058 440,195 452,570 464,663 479,784 506,709 490,086

Property and equipment, net 177,058 180,288 179,097 177,876 181,770 182,896 186,785 215,911

Operating lease right-of-use assets, net 52,451 47,700 50,433 48,802 54,001 53,050 52,067 57,697

Goodwill 670,356 670,356 670,356 670,356 670,356 670,356 670,356 670,356

Intangible assets, net 52,676 47,776 42,876 37,976 32,814 28,055 25,771 23,494

Other assets 79,176 72,576 68,402 61,665 59,573 56,461 57,789 55,984

Total assets $ 1,482,672 $ 1,471,754 $ 1,451,359 $ 1,449,245 $ 1,463,177 $ 1,470,602 $ 1,499,477 $ 1,513,528

Liabilities and Stockholders’ Equity

Current liabilities:

Accounts payable $ 5,532 $ 11,354 $ 6,044 $ 9,802 $ 13,344 $ 10,829 $ 17,612 $ 39,006

Accrued expenses 34,445 40,854 41,622 37,165 45,282 60,421 70,669 45,523

Long-term debt, current — — — 187,871 188,051 188,232 38,557 —

Finance lease liabilities, current 8,178 4,882 2,328 617 80 — — —

Operating lease liabilities, current 25,399 23,857 25,155 26,988 23,673 23,676 24,427 28,107

Deferred revenue

— — — — — — 35,234 39,560

Other current liabilities 35,748 33,261 29,307 38,442 42,373 45,757 7,499 11,244

Total current liabilities 109,302 114,208 104,456 300,885 312,803 328,915 193,998 163,440

Long-term debt, net

344,167 344,498 337,614 149,874 149,883 149,893 323,282 323,620

Operating lease liabilities, non-current 44,634 40,565 39,561 36,615 48,577 47,106 43,921 46,019

Other long-term liabilities 3,382 3,029 4,478 4,848 9,267 7,723 8,698 3,303

Total liabilities 501,485 502,300 486,109 492,222 520,530 533,637 569,899 536,382

Stockholders’ equity:

Common stock 3 3 3 3 3 3 3 3

Additional paid-in capital 1,903,374 1,929,397 1,958,157 1,989,108 2,012,312 2,035,956 2,044,103 2,112,577

Accumulated other comprehensive loss (282) (22) (100) (130) (169) (12) (41) (423)

Accumulated deficit (921,908) (959,924) (992,810) (1,031,958) (1,069,499) (1,098,982) (1,114,487) (1,135,011)

Total stockholders’ equity 981,187 969,454 965,250 957,023 942,647 936,965 929,578 977,146

Total liabilities and stockholders’ equity $ 1,482,672 $ 1,471,754 $ 1,451,359 $ 1,449,245 $ 1,463,177 $ 1,470,602 $ 1,499,477 $ 1,513,528

Consolidated Statements of Cash Flows – Quarterly

(unaudited, in thousands)

Q2 2024 Q3 2024 Q4 2024 Q1 2025 Q2 2025 Q3 2025 Q4 2025 Q1 2026

Cash flows from operating activities:

Net loss $ (43,729) $ (38,016) $ (32,886) $ (39,148) $ (37,541) $ (29,483) $ (15,505) $ (20,524)

Adjustments to reconcile net loss to net cash provided by (used in) operating activities:

Depreciation expense 13,318 13,656 13,786 15,167 14,962 15,639 15,263 11,892

Amortization of intangible assets 4,900 4,900 4,900 4,900 4,878 4,759 2,284 2,277

Non-cash lease expense 5,800 5,463 5,655 5,655 5,694 5,476 5,620 6,198

Amortization of debt discount and issuance costs 349 358 316 217 217 216 256 401

Amortization of deferred contract costs 4,531 4,773 4,746 4,850 4,847 4,869 4,803 4,758

Stock-based compensation 26,148 25,016 24,945 25,582 26,335 33,129 32,277 34,981

Deferred income taxes

333 339 893 422 327 289 395 (4,330)

Provision for credit losses 393 1,054 1,434 946 1,048 1,236 951 1,518

Loss on disposals of property and equipment 45 — 96 — (43) — 229 276

Accretion of discounts on investments

(1,244) (1,064) (507) (626) (1,356) (1,305) (1,416) (798)

Impairment of operating lease right-of-use assets — 371 — — — — — —

Impairment expense 3,137 559 448 — 415 — — —

Net gain on extinguishment of debt — — (1,365) — — — (941) —

Other adjustments (178) 520 (897) 376 (84) (189) 446 (218)

Changes in operating assets and liabilities:

Accounts receivable (6,754) (3,976) (622) (3,993) 669 6,898 (9,796) (13,526)

Prepaid expenses and other current assets (2,131) (2,589) (207) 2,216 121 (1,526) 768 (2,639)

Other assets (3,210) (2,705) (4,140) (2,095) (6,076) (4,820) (6,554) 1,350

Accounts payable (341) 4,754 (3,903) 2,575 3,446 (2,741) 1,209 6,812

Accrued expenses 1,911 2,707 1,220 (3,383) 1,577 1,339 20 3,523

Operating lease liabilities (4,406) (7,329) (7,200) (5,556) (2,332) (5,774) (7,045) (5,809)

Other liabilities (3,820) (3,789) (1,492) 9,183 8,694 912 (830) 2,724

Net cash provided by (used in) operating activities (4,948) 5,002 5,220 17,288 25,798 28,924 22,434 28,866

Cash flows from investing activities:

Purchases of marketable securities (60,249) (37,902) — (179,486) (93,440) (79,136) (37,775) (179,340)

Sales of marketable securities — — — — — 18,128 7,808 —

Maturities of marketable securities 77,597 113,032 81,480 7,969 37,836 71,417 79,954 177,143

Advance payment for purchase of property and equipment (790) — — — — — — —

Purchases of property and equipment

(1,762) (1,996) (4,969) (2,605) (9,852) (6,046) (10,191) (21,021)

Proceeds from sale of property and equipment 24 — — — 44 — — —

Capitalized internal-use software (6,829) (6,818) (5,602) (4,763) (4,542) (4,707) (3,645) (3,736)

Net cash provided by (used in) investing activities

7,991 66,316 70,909 (178,885) (69,954) (344) 36,151 (26,954)

Cash flows from financing activities:

Repayment of convertible senior notes — — — — — — — (38,593)

Proceeds from issuance of convertible notes — — — — — — 180,000 —

Payments of issuance costs for convertible notes — — (5,729) — — — (5,924) (502)

Cash paid for debt extinguishment — — — — — — (148,875) —

Payments for purchase of capped calls — — — — — — (18,162) —

Repayments of finance lease liabilities (4,236) (3,296) (2,554) (1,711) (537) (80) — —

Payment of deferred consideration for business acquisitions (3,771) — — — — — — —

Proceeds from exercise of vested stock options 180 19 805 408 279 71 286 1,043

Proceeds from employee stock purchase plan 1,034 2,168 161 2,131 1,240 2,106 1,529 2,279

Net cash provided by (used in) financing activities

(6,793) (1,109) (7,317) 828 982 2,097 8,854 (35,773)

Effects of exchange rate changes on cash and cash equivalents (13) 109 (151) 78 177 (33) (7) (32)

Net increase (decrease) in cash and cash equivalents (3,763) 70,318 68,661 (160,691) (42,997) 30,644 67,432 (33,893)

Cash and cash equivalents at beginning of period 150,959 147,196 217,514 286,175 125,484 82,487 113,131 180,563

Cash and cash equivalents at end of period $ 147,196 $ 217,514 $ 286,175 $ 125,484 $ 82,487 $ 113,131 $ 180,563 $ 146,670

Free Cash Flow

(in thousands, unaudited)

Q2 2024 Q3 2024 Q4 2024 Q1 2025 Q2 2025 Q3 2025 Q4 2025 Q1 2026

Net cash provided by (used in) operating activities $ (4,948) $ 5,002 $ 5,220 $ 17,288 $ 25,798 $ 28,924 $ 22,434 $ 28,866

Capital expenditures(1):

Purchases of property and equipment (1,762) (1,996) (4,969) (2,605) (9,852) (6,046) (10,191) (21,021)

Proceeds from sale of property and equipment 24 — — — 44 — — —

Capitalized internal-use software (6,829) (6,818) (5,602) (4,763) (4,542) (4,707) (3,645) (3,736)

Repayments of finance lease liabilities (4,236) (3,296) (2,554) (1,711) (537) (80) — —

Advance payment for purchase of property and equipment (790) — — — — — — —

Free Cash Flow $ (18,541) $ (7,108) $ (7,905) $ 8,209 $ 10,911 $ 18,091 $ 8,598 $ 4,109

__________

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