Fastly Audit Committee Replaces Deloitte with KPMG, Appointment Pending Acceptance

In an Item 4.01 filing titled "Changes in Registrant’s Certifying Accountant," Fastly's Audit Committee approved the appointment of KPMG LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2026 and simultaneously dismissed Deloitte & Touche LLP. "On March 4, 2026, the Audit Committee (the 'Audit Committee') of the Board of Directors of Fastly, Inc. (the 'Company') approved the appointment of KPMG LLP ('KPMG'), as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026," the filing states.

The filing also makes clear the appointment remains contingent: "As of the date of this report, KPMG is in the process of its standard client evaluation procedures and has not accepted the engagement." That status means the Audit Committee's internal approval on March 4, 2026 has not yet been matched by a formal acceptance from KPMG, leaving the change subject to the auditor's final decision.

Fastly's filing preserves the record of Deloitte's recent work for the company. "Deloitte's reports on the Company's consolidated financial statements for the fiscal years ended December 31, 2025 and 2024, respectively, did not contain an adverse opinion or a disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles," the Item 4.01 text states, signaling no reported qualifications in those prior audits.

The Item 4.01 submission also addressed pre-existing contact between Fastly and KPMG: "During the Company's two most recent fiscal years (fiscal years ended December 31, 2025 and 2024), respectively, neither the Company nor anyone on its behalf consulted KPMG regarding any of the matters set forth in Item 304(a)(2)(i) or (ii) of Regulation S‑K." That regulatory citation frames the filing's disclosure about prior consultations and communications with the incoming auditor.

The Fastly action fits a pattern of other companies replacing Deloitte with KPMG this proxy season, though those instances are separate corporate events. For example, Valmont Industries' Audit Committee approved KPMG as its independent registered public accounting firm beginning with the fiscal year ending December 26, 2026 and dismissed Deloitte, and Valmont reported that "During the years ended December 27, 2025, and December 28, 2024, and the subsequent interim period, there were no disagreements with Deloitte on accounting principles, financial statement disclosures, or auditing scope and procedures. Additionally, there were no reportable events as described under relevant SEC rules."

Governance groups have raised different concerns in other contexts about long auditor tenures. In the British American Tobacco Plc example, Collaborate Unpri noted that "KPMG LLP was initially appointed as the Company's external auditor in 2015" and warned that "Prolonged audit tenures can compromise perceived independence and objectivity." That BTI reappointment carried 96.35% votes in favour at its resolution to re-appoint KPMG.

With Fastly's Audit Committee action recorded under Item 4.01 and dated March 4, 2026, the immediate next benchmarks are concrete: whether KPMG completes its standard client evaluation and accepts the engagement, and the formal effective date for Deloitte's dismissal. Until KPMG's acceptance is filed, Fastly's auditor status for filings covering the fiscal year ending December 31, 2026 remains contingent.