Fastly, Inc. announced a private offering of $125 million in convertible senior notes due 2030, with an option to issue an additional $25 million if initial purchasers exercise their option. The offering is made to qualified institutional buyers under Rule 144A.
The notes are senior, unsecured, accrue interest semi‑annually in arrears, mature on December 15, 2030, and are redeemable in whole or in part at Fastly’s option after December 20, 2028. Holders can convert the notes into cash, shares of Fastly’s Class A common stock, or a combination of both at the company’s election. The interest rate and conversion terms will be set at pricing.
Fastly plans to use $150 million of the proceeds to repurchase approximately $157.9 million of its 2026 convertible senior notes, which carry a 0 % coupon. The remaining $25 million will be allocated to general corporate purposes, including potential capital expenditures and working‑capital needs.
The financing comes after Fastly reported Q3 2025 results that showed a 15 % year‑over‑year revenue increase to $158.2 million, a 58.4 % gross margin, and positive free cash flow of $18.1 million, despite a GAAP net loss of $29.5 million. The debt‑refinancing helps the company reduce its exposure to the 0 % notes and supports its ongoing investment in edge‑computing and security services, which drove a 30 % growth in that segment.
CEO Kip Compton said the company is accelerating growth and achieving operating leverage, while CFO Richard Wong highlighted a non‑GAAP gross margin of 62.8 % in Q3 2025 and a modest tailwind from a non‑recurring cost of revenue. The convertible notes provide upside potential for investors while giving Fastly flexibility to manage its debt profile.
Fastly also announced that it will transfer its listing from the New York Stock Exchange to the Nasdaq Global Select Market on or about December 9, 2025, aligning the company with other technology peers.
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