LLNW Limelight Networks Inc

ABOUT THIS PROXY STATEMENT

This proxy statement constitutes a proxy statement for Limelight Networks, Inc. (“Limelight”) under Section 14(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). It also constitutes a notice of meeting for the annual meeting of Limelight stockholders.

No one has been authorized to provide you with information that is different from that contained in, or incorporated by reference into, this proxy statement and we take no responsibility for, and cannot provide any assurances as to the reliability of, any other information that others may give you. This proxy statement is dated May 4, 2022. You should not assume that the information contained in this proxy statement is accurate as of any date other than that date. You should not assume that the information incorporated by reference into this proxy statement is accurate as of any date other than the date of the incorporated document. Neither the mailing of this proxy statement to our stockholders nor the issuance by us of shares of common stock of Limelight, par value $0.001 per share, under the Stock Purchase Agreement, dated as of March 6, 2022, by and between Limelight and College Parent, L.P., a Delaware limited partnership (together with its wholly-owned subsidiaries other than Edgecast, “College Parent”) will create any implication to the contrary.

In addition, Yahoo, Inc., a California corporation (“Yahoo”), Edgecast Inc. (“Edgecast”), College Parent and Apollo Management IX, L.P., a Delaware limited partnership (“Apollo Manager”) have supplied all information contained in this proxy statement relating to Yahoo, Edgecast, College Parent and Apollo and their affiliates, including, without limitation, information about their businesses, properties, and risk factors, and various financial statements and accounting information and data that pertain to the Edgecast business. We, Yahoo, Edgecast, College Parent and Apollo Manager all contributed information to this proxy statement relating to the proposed transaction.

All references in this proxy statement to “Limelight,” “we,” “us,” and “our” refer to Limelight Networks, Inc.; all references in this proxy statement to “College Parent” refers to College Parent, L.P. together with its wholly-owned subsidiaries other than Edgecast; all references in this proxy statement to “Yahoo” refers to Yahoo, Inc., the parent company of Edgecast, which is controlled by funds and vehicles managed by affiliates of Apollo Global Management, Inc.; all references in this proxy statement to “Apollo” refers to Apollo Global Management, Inc. and its consolidated subsidiaries; all references in this proxy statement to “Edgecast” refers to Edgecast Inc. together with its subsidiaries, which is an indirect, wholly-owned subsidiary of College Parent but will become a wholly-owned subsidiary of Limelight after the closing of the proposed transaction; and unless otherwise indicated or as the context requires, all references to the “purchase agreement” refer to the Stock Purchase Agreement, dated as of March 6, 2022, by and between Limelight and College Parent, a copy of which is included as Annex A to this proxy statement.

All brand trademarks, service marks or trade names cited in this report are the property of their respective holders, including those of other companies and organizations. Solely for convenience, trademarks, trade names and service marks referred to in this report appear without the ^® or ^™ symbols, however such references are not intended to indicate in any way that we, College Parent, Edgecast, or the owner, as applicable, will not assert, to the fullest extent under applicable law, all rights to such, trademarks, trade names and service marks.

TABLE OF CONTENTS

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SUMMARY TERM SHEET

This Summary Term Sheet, together with the sections entitled “Questions and Answers About the Transactions and Annual Meeting” and “Summary,” summarizes certain information contained in this proxy statement, but does not contain all of the information that is important to you. You should read carefully this entire proxy statement, including the attached Annexes, for a more complete understanding of the matters to be considered at the 2022 annual meeting of stockholders of Limelight Networks, Inc., a Delaware corporation (“Limelight”), which will be held virtually on June 9, 2022 at 12:00 p.m. Eastern time (including any adjournments or postponements thereof, the “annual meeting”).

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QUESTIONS AND ANSWERS ABOUT THE TRANSACTION AND THE ANNUAL MEETING

The following are brief answers to certain questions that you may have about the proposals being considered at the annual meeting of our stockholders, which we refer to as the “annual meeting.” We urge you to carefully read this entire proxy statement, including its Annexes, and the other documents to which this proxy statement refers or incorporates by reference, because this section does not provide all of the information that might be important to you. Also see the section entitled “Where You Can Find Additional Information and Incorporation of Certain Documents by Reference” located elsewhere in this proxy statement.

About the Transaction

For a more complete discussion of the transaction and its effects, please see “The Transaction” located elsewhere in this proxy statement.

In addition, we are also soliciting your proxy to vote on proposals to approve (a) the election of Jeffrey T. Fisher, David C. Peterschmidt and Bob Lyons as Class III directors (the “director election proposal”), (b) the ratification of Ernst & Young LLP as independent registered public accounting firm (the “ratification proposal”) and (c) the adjournment or postponement of the annual meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes to approve the stock issuance proposal (the “adjournment proposal” and together with the stock issuance proposal, director election proposal and ratification proposal, the “proposals”).

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This proxy statement, including its Annexes, contains and incorporates by reference important information about Limelight and Edgecast, the transaction and the annual meeting. You should read all the available information carefully and in its entirety.

Under specified circumstances, we may be required to pay a termination fee upon termination of the purchase agreement, as described under “The Stock Purchase Agreement—Effect of Termination” located elsewhere this proxy statement.

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About the Annual Meeting

Holders of record of Limelight common stock on the record date are entitled to one vote per share at the annual meeting on each proposal. A list of the names of our stockholders of record will be open to the examination by any stockholder for any purpose germane to the annual meeting for

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ten days before the annual meeting via the Internet at www.virtualshareholdermeeting.com/LLNW2022. Such list will also be available on-line at the annual meeting during the webcast of the meeting.

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Instructions to “ABSTAIN” for each proposal to be voted upon at the annual meeting will be counted for purposes of determining the number of shares present and entitled to vote for purposes of determining a quorum. Abstentions will not be included in the vote totals for each proposal and will have no effect on the outcome of the vote on the stock issuance proposal, the ratification proposal or the adjournment proposal.

A registered stockholder may revoke a proxy by any of these methods, regardless of the method used to deliver the stockholder’s previous proxy.

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Innisfree M&A Incorporated

501 Madison Avenue, 20th Floor

New York, NY 10022

Stockholders may call toll-free from the U.S. or Canada: (877) 825-8793

From other locations please dial: +1 (412) 232-3651

Banks and Brokers may call collect: (212) 750-5833

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SPECIAL NOTE ABOUT FORWARD-LOOKING STATEMENTS

This proxy statement and the documents that are incorporated into this proxy statement by reference contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on the current expectations, estimates and projections of Limelight Networks, Inc., (“Limelight”) about its industry, the respective beliefs of the management of Limelight and certain assumptions made by the management of Limelight. Words such as “anticipates,” “believe,” “estimate,” “expect,” “intend,” “plan,” “project,” “seek,” “target,” “goal,” “budget,” “should,” “continue,” “could,” “forecast,” “may,” “might,” “potential,” “strategy,” “will,” “would,” variations of such words and similar expressions are intended to identify such forward-looking statements. In addition, except for historical information, any statements made in this proxy statement or any of the documents that are incorporated into this proxy statement by reference about the financial condition of Limelight or expected financial results of the transaction contemplated by the Stock Purchase Agreement, dated as of March 6, 2022, by and between Limelight and College Parent, L.P. (together with its wholly-owned subsidiaries other than Edgecast, “College Parent”) a copy of which is included as Annex A to the proxy statement of which this notice is a part (the “purchase agreement”), including any projections or pro forma financial statements also are forward-looking statements. Many factors could affect the actual financial results of Limelight and cause them to vary materially from the expectations contained in the forward-looking statements, including those set forth in, or incorporated by reference into, this proxy statement. These forward-looking statements represent our intentions, plans, expectations, assumptions and beliefs about future events, including the completion of the transactions contemplated by the purchase agreement (the “transaction”), and are subject to risks, uncertainties and other factors. Many of these factors are outside our control and could cause actual results to differ materially from the results expressed or implied by these forward-looking statements. In addition to the risk factors described in the section entitled “Risk Factors” located elsewhere in this proxy statement, these factors include:

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For any forward-looking statements made in this proxy statement or in any documents incorporated by reference, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. All subsequent written and oral forward-looking statements concerning the transaction or other matters addressed in this proxy statement and attributable to us or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this proxy statement.

You are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date of this proxy statement and should be read in conjunction with the risk factors and other disclosures contained or incorporated by reference into this proxy statement. The areas of risk and uncertainty described above, which are not exhaustive, should be considered in connection with any

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written or oral forward-looking statements that may be made in this proxy statement or on, before or after the date of this proxy statement by us or anyone acting for us. We undertake no obligation to release publicly or otherwise make any revisions to any forward-looking statements, to report events or circumstances after the date of this proxy statement or to report the occurrence of unanticipated events, unless, and only to the extent, required by law.

Additional factors that could cause actual results to differ materially from those expressed in the forward-looking statements are discussed in reports we have filed with the SEC. For a list of the documents incorporated by reference, see the section entitled “Where You Can Find Additional Information and Incorporation of Certain Documents by Reference” located elsewhere in this proxy statement.

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RISK FACTORS

In addition to the other information contained in this proxy statement, you should carefully consider the following risk factors in determining whether to vote for the approval of the proposal for Limelight Networks Inc. (“Limelight”) to issue its common stock, par value $0.001 per share (“Limelight common stock”), to College Parent, L.P. (together with its wholly-owned subsidiaries other than Edgecast, “College Parent”), the ultimate parent company of Edgecast Inc. (“Edgecast”), pursuant to the Stock Purchase Agreement, dated as of March 6, 2022, by and between Limelight and College Parent, a copy of which is included as Annex A to the proxy statement (the “purchase agreement”), at the annual meeting of Limelight stockholders (the “stock issuance proposal”) and the other proposals described in this proxy statement. You should also read and consider the risk factors associated with the business of Limelight because these risk factors may affect the operations and financial results of Limelight regardless of whether the transaction is consummated. These risk factors may be found under Part I, Item 1A, “Risk Factors” in Limelight’s Annual Report on Form 10-K, as amended for the year ended December 31, 2021, as updated by Limelight’s future Quarterly Reports on Form 10-Q and other future filings with the United States Securities and Exchange Commission (the “SEC”), each of which is on file or will be filed with the SEC. See the section entitled “Where You Can Find Additional Information and Incorporation of Certain Documents by Reference” for information on where you can find the documents filed by Limelight with the SEC.

Risks Relating to the Transaction

The pendency of the transaction may adversely affect the business, financial condition and results of operations of Limelight.

Uncertainty about the effect of the transaction on employees, customers, suppliers, third-party distributors and other parties, may have an adverse effect on each of the business, financial condition and results of operations of Limelight, regardless of whether the transaction is completed, and may have an adverse effect on the business, financial condition and results of operations of Limelight if the transaction is completed. These risks include the following, all of which could be exacerbated by a delay in the completion of the transaction:

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Failure to consummate the transaction contemplated by the purchase agreement within the expected timeframe or at all could have a material adverse impact on the business, financial condition and results of operations of Limelight.

There can be no assurance that the transaction will occur within the expected timeframe or at all. Consummation of the transaction is subject to specified conditions, including:

For additional information regarding the specified conditions to the closing of the transaction (the “closing”), see the section entitled “The Stock Purchase Agreement—Conditions to the Completion of the Transaction.”

We cannot provide any assurances that these conditions will be satisfied in a timely manner or at all or that the transaction will occur.

In addition, the purchase agreement contains certain termination rights. For additional information regarding the circumstances under which Limelight and College Parent are able to terminate the purchase agreement, see the section entitled “The Stock Purchase Agreement—Termination of the Stock Purchase Agreement.” The occurrence of any event that could give rise to termination of the purchase agreement could delay or prevent the transaction from occurring at all. In addition, if the purchase agreement is terminated under certain specified circumstances, we will be required to pay College Parent a termination fee of $9.0 million.

Our executive officers and directors may have interests in the transaction other than, or in addition to, the interests of certain of our stockholders generally.

Certain members of the Limelight board of directors (the “Limelight board”) and certain of our executive officers may have interests in the transaction that are different from, or are in addition to, the interests of our stockholders generally, including as discussed under the section entitled “The Transaction—Interests of Limelight’s Directors and Executive Officers in the Transaction.” The Limelight board was aware of these interests and considered them, among other matters, in approving the purchase agreement and the transaction.

We may be unable to attract and retain key personnel and management, which could adversely impact our ability to successfully implement and execute our growth strategy.

The successful implementation of our growth strategy post-closing of the transaction will depend in large part upon the ability and experience of members of our senior management and other personnel. In addition, our performance will be dependent on our ability to identify, hire, train, motivate and retain qualified management and personnel with experience in our industry. We may be unable to attract and retain such personnel on acceptable terms, or at all. If we lose the service of qualified management or other personnel or are unable to attract and retain the necessary members of senior management or personnel post-closing of the transaction, we may not be able to successfully execute on our business strategy, which could have an adverse effect on our business.

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Limelight may be the target of securities class action and derivative lawsuits which could result in substantial costs and may delay or prevent the transaction from being completed.

Securities class action lawsuits and derivative lawsuits are often brought against companies that have entered into agreements similar to the transaction involving a sale of a line of business or other business combinations. In addition, we may be subject to private actions, collective actions, investigations, and various other legal proceedings by stockholders, customers, employees, suppliers, competitors, government agencies, or others. Even if the lawsuits are without merit, defending against these claims can result in substantial costs, damage to our reputation, and divert significant amounts of management time and resources. If any of these legal proceedings were to be determined adversely to us, or we were to enter into a settlement arrangement, we could be exposed to monetary damages or limits on our ability to operate our business, which could have an adverse effect on our business, liquidity financial condition, and operating results. Additionally, if a plaintiff is successful in obtaining an injunction prohibiting the closing, then that injunction may delay or prevent the transaction from being consummated, which may adversely affect Limelight’s business, financial position and results of operation. As of the date of this proxy statement, Limelight is not aware of any securities class action lawsuits or derivative lawsuits having been filed in connection with the transaction.

We have incurred and will continue to incur significant expenses in connection with the transaction, regardless of whether the transaction is completed.

We have incurred and will continue to incur significant expenses related to the transaction. These expenses include, but are not limited to, financial advisory and opinion fees and expenses, legal fees, accounting fees and expenses, certain employee expenses, consulting fees, filing fees, printing expenses and other related fees and expenses. Many of these expenses will be payable by us regardless of whether the transaction is completed.

The unaudited pro forma condensed combined financial information is presented for illustrative purposes only and may not be an indication of Limelight’s financial condition or results of operations following the completion of the transaction.

The unaudited pro forma condensed combined financial information contained elsewhere in this proxy statement is presented for illustrative purposes only and may not be an indication of Limelight’s financial condition or results of operations following the completion of the transaction for several reasons. The unaudited pro forma condensed combined financial information has been derived from the historical financial statements of Limelight and Edgecast and adjustments and assumptions have been made regarding Limelight after giving effect to the transaction. The information upon which these adjustments and assumptions have been made is preliminary, and these kinds of adjustments and assumptions are difficult to make with accuracy. As a result, the actual financial condition and results of operations of Limelight following the completion of the transaction may not be consistent with, or evident from, the unaudited pro forma condensed combined financial information. The assumptions used in preparing the unaudited pro forma condensed combined financial information may not prove to be accurate, and other factors may affect Limelight’s financial condition or results of operations following the transaction. Any decline or potential decline in Limelight’s financial condition or results of operations may cause significant variations in the market price of the Limelight common stock.

The unaudited prospective financial information included in this proxy statement may not prove to be accurate and is not necessarily indicative of current values or future performance.

The unaudited prospective financial information of Limelight contained in this proxy statement involves risks, uncertainties and assumptions and is not a guarantee of future performance. The assumptions used in preparing the unaudited prospective financial information may not prove to be accurate, and

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other factors may affect the business’s financial condition or results of operations following the transaction. Limelight cannot provide any assurance that the results indicated in Limelight’s unaudited prospective financial information will be realized or that the Limelight’s future financial results will not materially vary from the unaudited prospective financial information. See “Certain Unaudited Prospective Financial Information.”

Holders of our voting stock will not have appraisal or dissenters’ rights in connection with the transaction.

Neither Delaware law nor Limelight’s Amended and Restated Certificate of Incorporation provides Limelight stockholders with appraisal or dissenters’ rights in connection with the transaction.

Failure to complete the transaction could cause Limelight’s stock price to decline.

The failure to complete the transaction may create doubt as to the value of Limelight’s ability to effectively implement its current business strategies and/or a strategic transaction, which may result in a decline in Limelight’s stock price.

Risks Related to Edgecast’s Business

Edgecast’s historical financial results may not be representative of Edgecast’s results as a separate company.

Edgecast’s historical financial information included in the section entitled “Combined Financial Statements of Edgecast” located elsewhere in this proxy statement (the “Edgecast financial statements”) has been derived on a carve-out basis from the consolidated financial statements and accounting records of Verizon Media Group (“VMG”) and College Parent and does not necessarily reflect what Edgecast’s financial position, results of operations or cash flows would have been had it been a separate company during the periods presented. Edgecast operated as part of VMG and College Parent, respectively, and consisted of several entities for which separate financial statements had not historically been prepared.

The Edgecast financial statements include an allocated share of costs related to VMG or College Parent corporate functions for certain services provided to Edgecast. Expenses were allocated to Edgecast based on utilization, percentage of revenue, or other metrics deemed reasonable and appropriate by Edgecast management. The historical information does not necessarily reflect what the cost to Edgecast of these functions will be in the future, pursuant to the transition services agreement that Limelight and College Parent will enter into at the closing or otherwise.

Before September 1, 2021, Edgecast also participated in cash pooling arrangements for its domestic operations, which is reflected within financing activities in the Edgecast financial statements. Edgecast’s due to related party balances were decreased through daily cash deposits by Edgecast to VMG and increased by cash distributions and disbursements made by VMG on behalf of Edgecast for operating expenses, fees, and services provided by VMG, including information system services and other operating expenses, such as personnel costs, legal costs, marketing production, facilities costs, and insurance. This arrangement was not reflective of the manner in which Edgecast would have financed its domestic operations had it been a stand-alone business separate from VMG.

For additional information in relation to materially significant related party transactions during the years ended December 31, 2021, 2020 and 2019, see “Combined Financial Statements of Edgecast—Note 6. Corporate Allocations and Related Party Transactions” located elsewhere in this proxy statement. Any further related party transactions in the fiscal years ended December 31, 2021, 2020 and 2019 were both immaterial and no more than incidental in nature.

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Risks Related to Customers

If Edgecast is unable to attract new customers and broaden its customer base, its business will likely be harmed.

To grow its business, Edgecast must continue to attract new customers and broaden its customer base, and generate revenue from new customers. To do so, Edgecast must successfully convince potential customers of the benefits and the value of its network, platform and products. This may require significant and costly sales efforts that are targeted at larger enterprises and senior management of these potential customers. Sales to enterprise customers may involve longer sales cycles as a result of customers requiring considerable time to evaluate Edgecast’s network, platform and products, requiring participation in a competitive purchasing process, having more formal processes for approval of purchases, and more complex requirements. Sales to mid-market businesses and small and medium businesses may involve additional challenges associated with ensuring that these customers have the necessary infrastructure and third-party relationships in place to support Edgecast’s offerings. These factors significantly impact Edgecast’s ability to add new customers and increase the time and resources, required to do so. In addition, numerous other factors, some of which are out of Edgecast’s control, may now or in the future impact its ability to acquire new customers, including potential customers’ commitments to other providers, real or perceived costs of switching to its network, platform and products, its failure to expand, retain, and motivate its sales and marketing personnel, its failure to develop or expand relationships with potential customers and channel partners, failure by Edgecast to help its customers to successfully deploy its offerings, negative media or industry or financial analyst commentary regarding Edgecast or its offerings, litigation, and deteriorating general economic conditions. If Edgecast fails to attract new customers, and fails to broaden its customer base, as a result of these and other factors its business will likely be harmed.

If Edgecast is unable to have existing customers continue and increase their use of its network, platform and products, its business will likely be harmed.

Edgecast’s ability to grow and generate incremental revenue depends on its ability to maintain and grow its relationships with its existing customers so that they continue and increase their usage of its network, platform and products. If these customers do not maintain and increase their usage of Edgecast’s network, platform and products, its revenue may decline and its results of operations will likely be harmed. In order for Edgecast to maintain or improve its results of operations, it is important that Edgecast’s customers, in particular, its enterprise customers, use Edgecast’s network, platform or products in excess of their commitment levels, if any, and continue to use Edgecast’s network, platform and products on the same or more favorable terms. Edgecast’s ability to retain its largest customers and expand their usage could be impaired for a variety of reasons, including customer budget constraints, customer satisfaction, changes in Edgecast’s customers’ underlying businesses, changes in the type and size of Edgecast’s customers, pricing changes, competitive conditions, the acquisition of its customers by other companies, governmental actions, or the possibility thereof, and general economic conditions.

Edgecast’s future success also depends in part on its ability to expand its existing customer relationships, in particular, with enterprise customers, by increasing their usage of Edgecast’s network, platform and products and selling them additional products. The rate at which Edgecast’s customers increase their usage of Edgecast’s network and platform, and purchase products from Edgecast, depends on a number of factors, including Edgecast’s ability to grow its network and platform, maintain the security and availability of its network and platform, develop and deliver new features and products, maintain customer satisfaction, general economic conditions and pricing and services offered by Edgecast’s competitors. If Edgecast’s efforts to increase usage of its network and platform by, or sell additional products to, its enterprise customers are not successful, Edgecast’s business would be

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harmed. In addition, even if Edgecast’s largest customers increase their usage of Edgecast’s network and platform, Edgecast cannot guarantee that they will maintain those usage levels for any meaningful period of time. In addition, because many of Edgecast’s offerings endeavor to deliver increased efficiency and functionality, the successful sale of an additional products and features to an existing customer could result in a reduction of the customer’s overall usage of Edgecast’s network and platform.

Edgecast receives a substantial portion of its revenues from a limited number of customers, and the loss of, or a significant reduction in usage by, one or more of its major customers would result in lower revenues and could harm its business.

Edgecast’s future success is dependent on establishing and maintaining successful relationships with a diverse set of customers. However, Edgecast currently receives a substantial portion of its revenues from a limited number of customers. For the year ended December 31, 2020, Edgecast’s top three customers accounted for approximately 46.4% of its revenue. For the period from January 1, 2021 to August 31, 2021, Edgecast’s top three customers accounted for approximately 45.4% of its revenue and, for the period from September 1, 2021 to December 31, 2021, Edgecast’s top three customers accounted for approximately 41% of its revenue. It is likely that Edgecast will continue to be dependent upon a limited number of customers for a significant portion of its revenues for the foreseeable future and, in some cases, the portion of its revenues attributable to individual customers may increase in the future. In addition, changes to Edgecast’s customers’ business may cause Edgecast’s revenues attributable to individual customers to increase, including any impact from merger and acquisition activities, internal business reorganizations leading to operational and decision making changes, and corporate structure changes such as subsidiary consolidation and reorganization that may arise in the future. The loss of one or more key customers or a reduction in usage by any major customers would significantly reduce Edgecast’s revenues.

If current and potential large customers shift to hardware-based or other DIY internal solutions, Edgecast’s business will be negatively impacted.

Edgecast is reliant on large customers to direct traffic to its network for a significant part of its revenues. In the past, some of those customers have determined that it is better for them to employ a “do-it-yourself” or “DIY” strategy by putting in place equipment, software and other technology solutions for content and application delivery and security protection within their internal systems instead of using Edgecast’s products for some or all of their needs. Essentially, this is another form of competition for Edgecast. As the amount of money a customer spends with Edgecast increases, the risk that they will seek alternative products such as DIY or a multi-vendor policy likewise increases. If additional large customers shift to this model, traffic on Edgecast’s network and its contracted revenue commitments would decrease, which would negatively impact Edgecast’s business, profitability, financial condition, results of operations and cash flows.

Edgecast provides service level commitments under its customer agreements. If Edgecast fails to meet these contractual commitments, Edgecast could be obligated to provide credits, or face contract termination with refunds, which could harm its business.

Most of Edgecast’s customer agreements contain service level commitments. If Edgecast is unable to meet the stated service level commitments, Edgecast may be contractually obligated to provide the affected customers with service credits, which could significantly affect its revenues. Edgecast could also face customer terminations with refunds, which could significantly affect both its current and future revenues. Any service level failures could harm Edgecast’s business.

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Edgecast’s ability to maintain customer satisfaction depends in part on the quality of its customer support. Failure to maintain high-quality customer support could have an adverse effect on Edgecast’s business, results of operation, and financial condition.

Edgecast believes that the successful use of its network, platform and products requires a high level of support and engagement for many of its customers, particularly its enterprise customers. In order to deliver appropriate customer support and engagement, Edgecast must successfully assist its customers in deploying and continuing to use its network, platform and products, resolving performance issues, addressing interoperability challenges with the customers’ existing IT infrastructure, and responding to security threats and cyber-attacks and performance and reliability problems that may arise from time to time. The IT architecture of Edgecast’s contracted customers, particularly enterprise customers, is very complex and may require high levels of focused support to effectively utilize Edgecast’s network, platform and products. Increased demand for customer support, without corresponding increases in revenue, could increase Edgecast’s costs and adversely affect its business, results of operations, and financial condition.

Edgecast also relies on channel partners in order to provide frontline support to some of its customers, including in regions where Edgecast does not have a significant physical presence or the customers primarily speak languages other than English. If Edgecast’s channel partners do not provide support to the satisfaction of Edgecast’s customers, Edgecast may be required to hire additional personnel and to invest in additional resources in order to provide an adequate level of support, generally at a higher cost than that associated with Edgecast’s channel partners. There can be no assurance that Edgecast will be able to hire sufficient support personnel as and when needed, particularly if its sales exceed its internal forecasts. To the extent that Edgecast is unsuccessful in hiring, training, and retaining adequate support resources, its ability to provide high-quality and timely support to its customers will be negatively impacted, and its customers’ satisfaction with its network, platform and products could be adversely affected. Any failure to maintain high-quality customer support, or a market perception that Edgecast does not maintain high-quality customer support, could adversely affect Edgecast’s reputation, business, results of operations, and financial condition, particularly with respect to its large customers.

If Edgecast cannot maintain compatibility with its customers’ IT infrastructure, including their chosen third-party applications, its business will be harmed.

Edgecast’s network, platform and products interoperate with its customers’ IT infrastructure, that often has different specifications, utilizes diverse technology, and requires compatibility with multiple communication protocols. Therefore, the functionality of Edgecast’s technology often needs to have, and maintain, compatibility with its customers’ technology environment, including their chosen third-party technology. Customers, and in particular these chosen third-party applications, may change features, restrict Edgecast’s access to, or alter their applications in a manner that causes incompatibilities or causes Edgecast significant costs to maintain compatibility, and as a result Edgecast’s business could be adversely affected. Such changes could functionally limit or prevent the compatibility of Edgecast’s network, platform and products with its customers’ IT infrastructure, which would negatively affect adoption of Edgecast’s network, platform and products and harm Edgecast’s business. If Edgecast fails to update its offerings to achieve compatibility with new third-party applications that its customers use, Edgecast may not be able to offer the functionality that its customers need, which could harm Edgecast’s business.

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Risks Related to Market Dynamics

Edgecast operates in emerging and evolving markets, which may develop more slowly or differently than expected. If Edgecast’s markets do not grow as expected, or if Edgecast cannot expand its network, platform and products to meet the demands of these markets, its revenue may decline, or fail to grow.

The markets for Edgecast’s network, platform and products are constantly evolving and characterized by rapid changes in technology, customer requirements, industry standards, and frequent introductions of new, and improvements of existing, products, making its business and prospects difficult to evaluate. For example, the number of people who access the internet through devices other than PCs, including mobile devices, game consoles, and television set-top devices continues to increase dramatically. The capabilities of these devices are advancing exponentially, and the increasing need to provide a high-quality video experience will present Edgecast with significant challenges. If Edgecast is unable to deliver its offerings to a substantial number of alternative device users and at a high quality, or if Edgecast is slow to develop services and technologies that are more compatible with these devices, Edgecast may fail to capture a significant share of an important portion of the growing market. Such a failure could limit Edgecast’s ability to compete effectively in an industry that is rapidly growing and evolving, which, in turn, could harm its business.

Similarly, the market for edge computing is in an early stage of development. There is considerable uncertainty over the size and rate at which this market will grow, as well as whether Edgecast’s platform will be widely adopted. Edgecast’s success will depend, to a substantial extent, on the widespread adoption of its platform. Some organizations may be reluctant or unwilling to use Edgecast’s platform for a number of reasons, including concerns about additional costs, uncertainty regarding the reliability, and security or lack of awareness of the benefits of Edgecast’s platform. Moreover, many organizations have invested substantial personnel and financial resources to integrate traditional on-premise services into their businesses, and therefore may be reluctant or unwilling to migrate to Edgecast’s services.

Edgecast’s ability to expand sales of its network, platform and products into new and existing markets depends on several factors, including potential customer awareness of its offerings; introduction and market acceptance of enhancements to its network, platform or new products that Edgecast may introduce; its ability to attract, retain and effectively train sales and marketing personnel; its ability to develop relationships with partners; the effectiveness of its marketing programs; the pricing of its services; and the success of its competitors. If Edgecast is unsuccessful in developing and marketing its network, platform or products into new and existing markets, or if organizations do not perceive or value the benefits of its network, platform or products, the market for these offerings might not continue to develop or might develop more slowly than Edgecast expects, either of which may harm its business.

Edgecast faces significant competition and may be unsuccessful against current and future competitors. If Edgecast does not compete effectively, its operating results and future growth could be harmed.

Competition is intense in the markets that Edgecast operates in and with the introduction of new technologies and market entrants, Edgecast expects competition to further intensify in the future. In addition, some of Edgecast’s competitors may make acquisitions, be acquired, or enter into strategic relationships to offer a more comprehensive service than Edgecast does. These combinations may make it more difficult for Edgecast to compete effectively. Edgecast expects these trends to continue as competitors attempt to strengthen or maintain their market positions.

Demand for many of Edgecast’s offerings is sensitive to price. Many factors, including Edgecast’s marketing, customer acquisition and technology costs, commoditization of its products and services

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and its current and future competitors’ pricing and marketing strategies, can significantly affect Edgecast’s pricing strategies. There can be no assurance that it will not be forced to engage in price-cutting initiatives, or to increase its marketing and other expenses to attract and retain customers in response to competitive pressures, either of which could have a material adverse effect on Edgecast’s revenue, operating results and resources.

Edgecast may have difficulty scaling and adapting its existing infrastructure to accommodate increased traffic and storage, technology advances or customer requirements.

In the future, advances in technology, increases in traffic and storage, and new customer requirements may require Edgecast to change its infrastructure, expand its infrastructure or replace its infrastructure entirely. Scaling and adapting Edgecast’s infrastructure is likely to be complex and require additional technical expertise. If Edgecast is required to make any changes to its infrastructure, it may incur substantial costs and experience delays or interruptions in its service. These delays or interruptions may cause customers and partners to become dissatisfied with Edgecast’s service and move to competing service providers. Edgecast’s failure to accommodate increased traffic and storage, increased costs, inefficiencies or failures to adapt to new technologies or customer requirements and the associated adjustments to its infrastructure could harm its business, financial condition and results of operations.

Edgecast faces risks associated with global operations and will face increased risks as Edgecast expands its presence outside the United States.

Edgecast’s operations in foreign countries subject Edgecast to risks that may increase its costs, disrupt its operations or make its operations less efficient and require significant management attention. These risks include:

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Edgecast’s foreign operations subject Edgecast to laws and regulations worldwide that differ among jurisdictions, affecting its operations in areas such as intellectual property ownership and infringement; tax; anti-corruption; internet and technology regulations; foreign exchange controls and cash repatriation; data privacy; competition; and employment. Compliance with such requirements can be onerous and expensive and may otherwise impact Edgecast’s business operations negatively. Although Edgecast has, and will continue to develop, policies, controls, and procedures designed to help ensure compliance with applicable laws, there can be no assurance that its employees, contractors, suppliers or agents will not violate such laws or Edgecast’s policies. Violations of these laws and regulations can result in fines; criminal sanctions against Edgecast, its officers or its employees; prohibitions on the conduct of Edgecast’s business; and damage to Edgecast’s reputation. As Edgecast continues to grow its foreign operations, it will face increased exposure to the risks discussed above.

Risks Related to Third Parties

Edgecast’s business strategy depends on the ability to source adequate network capacity and the equipment it needs to operate its network; failure to have access to those resources could lead to loss of revenue and service disruptions.

To operate Edgecast’s network, Edgecast is dependent in part upon network capacity provided by third-party telecommunications network providers, the availability of co-location facilities to house its servers and equipment to support its operations. Edgecast may be unable to purchase the bandwidth and space it needs from these providers due to limitations on their resources or other reasons outside of Edgecast’s control. Inability to access facilities where Edgecast would like to install servers, or perform maintenance on existing servers, because of governmental restrictions on access due to stay-at-home orders or social distancing requirements due to the ongoing COVID-19 pandemic or other events impedes Edgecast’s ability to expand or maintain capacity. As a result, there can be no assurance that Edgecast is adequately prepared for unexpected increases in bandwidth demands by its customers, particularly those under cyber-attack or impacted by pandemic-related events. Failure to put in place the capacity Edgecast requires to operate its business effectively could result in a reduction in, or disruption of, service to its customers and ultimately a loss of those customers.

Edgecast’s network, platform and products rely on hardware equipment, including servers deployed around the world. Global supply chain constraints in the wake of the COVID-19 pandemic continue to increase lead times for equipment components, which adds risk to Edgecast’s ability to flex to meet future business needs. Disruptions in Edgecast’s supply chain could prevent Edgecast from purchasing needed equipment at attractive prices or at all. For example, from time to time, it has been, and may continue to be, more difficult to purchase equipment that is manufactured in areas that face disruptions to operations due to unrest or other political activity, public health issues (such as the ongoing COVID-19 pandemic), safety issues, natural disasters or general economic conditions. Failure to have adequate equipment, including server equipment, could harm the quality of Edgecast’s services, which could lead to the loss of customers and revenue.

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Edgecast utilizes third-party technology in its business, and failures or vulnerabilities, and/or litigation, related to these technologies may adversely affect its business.

Edgecast utilizes third party technology software, services, and other technology in order to operate critical functions of its business, including the integration of certain of these technologies into its network, platform and products. If these software, services, or other technology become unavailable or contain vulnerabilities, Edgecast’s expenses could increase and its ability to operate its network, provide its products, and its results of operations could be impaired until equivalent software, technology, or services are purchased or developed or any identified vulnerabilities are remedied. If Edgecast is unable to procure the necessary third-party technology it may need to acquire or develop alternative technology, it may have to resort to utilizing alternative technology of lower quality. This could limit and delay Edgecast’s ability to offer new or competitive products and increase its costs of providing services. As a result, Edgecast’s business could be significantly harmed. In addition, the use of third-party technology may expose Edgecast to third-party claims of intellectual property infringement which could cause Edgecast to incur significant costs in defense or alternative sourcing.

Edgecast’s growth depends, in part, on the success of its strategic relationships with third parties, and if Edgecast fails to continue to expand, grow, and retain these relationships then its business, results of operations, and financial condition may be adversely impacted.

To grow its business, Edgecast anticipates that it will continue to depend on relationships with third parties, such as value-added channel partners, resellers, referral partners, systems integrators, global platform providers, telecommunications companies, and managed security service providers. Developing, expanding, and retaining these strategic relationships has played, and will continue to play, an increasingly greater role in Edgecast’s sales efforts to its enterprise customers. However, identifying these types of strategic partners, negotiating and documenting business and contractual relationships with them, and monitoring the actions of Edgecast’s partners and their relationships with Edgecast’s end-customers, each require significant time and resources. Edgecast’s competitors also may be effective in providing incentives to third parties to favor their offerings over Edgecast’s offerings. In addition, acquisitions of such partners by Edgecast’s competitors could result in a decrease in the number of Edgecast’s current and potential customers, as these partners may no longer facilitate the adoption of Edgecast’s offerings by potential customers. Further, some of Edgecast’s partners are or may become competitive with certain of Edgecast’s offerings and may elect to no longer integrate with Edgecast’s network, platform and products. If Edgecast is unsuccessful in establishing, expanding, or maintaining its relationships with these third parties, its ability to compete in the marketplace or to grow its revenue could be impaired, and its business, results of operations, and financial condition may suffer. Even if Edgecast is successful, it cannot guarantee that these relationships will result in increased customer usage of its network, platform and products by, or increased revenue from, its customers.

Edgecast relies on certain “open-source” software, the use of which could result in it having to distribute its proprietary software, including its source code, to third parties on unfavorable terms, which could materially affect its business.

Certain of Edgecast’s offerings use software that is subject to open-source licenses. Open-source code is software that is freely accessible, usable and modifiable; however, certain open-source code is governed by license agreements, the terms of which could require users of such software to make any derivative works of the software available to others on unfavorable terms or at no cost. Because Edgecast uses open-source code, it may be required to take remedial action in order to protect its proprietary software. Such action could include replacing certain source code used in Edgecast’s software, discontinuing certain of Edgecast’s offerings or taking other actions that could be expensive and divert resources away from Edgecast’s development efforts. In addition, the terms relating to

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disclosure of derivative works in many open-source licenses are unclear and have not been interpreted by U.S. courts. If a court interprets one or more such open-source licenses in a manner that is unfavorable to Edgecast, Edgecast could be required to make certain of its key software available at no cost. Edgecast could also be subject to similar conditions or restrictions should there be any changes in the licensing terms of the open source software incorporated into its network, platform or products. In either event, Edgecast could be required to seek licenses from third parties in order to continue offering its offerings, to re-engineer its offerings or to discontinue the sale of its offerings in the event re-engineering cannot be accomplished on a timely or successful basis, any of which could adversely affect Edgecast’s business, operating results and financial condition. Furthermore, open-source software may have security flaws and other deficiencies that could make Edgecast’s offerings less reliable and damage its business.

Risks Related To Cybersecurity And Defects

Actual or perceived breaches or failures of Edgecast’s internal systems, networks, or data could cause its network, platform or products to be perceived as insecure, underperforming, or unreliable, Edgecast’s customers to lose trust in its network, platform and products, its reputation to be damaged, and its financial results to be negatively impacted.

Edgecast faces security threats from malicious third parties that could obtain unauthorized access to its internal systems, networks, and data. It is virtually impossible for Edgecast to entirely mitigate the risk of these security threats and the security, performance, and reliability of its network, platform and products may be disrupted by third parties, including nation-states, competitors, hackers, disgruntled employees, former employees, or contractors. Edgecast also faces the possibility of security threats from other sources, such as employee or contractor errors, or malfeasance. For example, hostile third parties, including nation-states, may seek to bribe, extort, or otherwise manipulate Edgecast’s employees or contractors to compromise its network, platform and products. In addition, as Edgecast’s business grows and it employs more employees in more countries around the world, its ability to supervise the actions of its employees will decrease and the risk of an employee or contractor error or act of malfeasance will increase. These security threats from third parties are also likely to increase as the numbers, sizes, and types of customers using Edgecast’s network, platform and products increases, particularly those customers that are involved in particularly sensitive industries or activities, such as banking and finance companies and governmental entities. While Edgecast has implemented security measures internally and has integrated security measures into its network, platform and products, these measures may not function as expected and may not detect or prevent all unauthorized activity, prevent all security breaches or incidents, mitigate all security breaches or incidents, or protect against all attacks or incidents.

The global network that Edgecast uses to provide its offerings to its customers is made up of equipment at co-location facilities located worldwide and Edgecast expects to continue to increase the size of its network in the future. As Edgecast grows the size and scope of its network, the number of its employees and third party contractors that have access to its equipment at these facilities will continue to increase, which will also increase the risk of potential errors or malfeasance such as potential equipment theft or potential attempts to interfere with, or intercept, network and customer data that is held in, or flows through, this equipment. In addition, local government officials may attempt to, or successfully take control of, Edgecast’s equipment in an attempt to interfere with its services or intercept data. Edgecast may also experience security breaches and other incidents that may remain undetected for an extended period and, therefore, may have a greater impact on Edgecast’s offerings and the networks and systems used in its business, and the proprietary and other confidential data contained on its network or otherwise stored or processed in its operations, and ultimately on its business. Edgecast expects to incur significant costs in its efforts to detect and prevent security breaches and other security-related incidents, and Edgecast may face increased costs in the event of

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an actual or perceived security breach or other security related incident. Edgecast’s internal systems are exposed to the same cybersecurity risks and consequences of a breach as the systems of Edgecast’s customers and other enterprises, any of which could have an adverse effect on Edgecast’s business or reputation. These cybersecurity risks pose a particularly significant risk to a business like Edgecast that is focused on providing highly secure products to customers. With the increase in remote work during the ongoing COVID-19 pandemic, Edgecast and its customers face increased risks to the security of infrastructure and data, and Edgecast cannot guarantee that its security measures will prevent security breaches or incidents. Edgecast also may face increased costs relating to maintaining and securing its infrastructure and data that Edgecast maintains and otherwise processes.

There can be no assurance that any security measures that Edgecast or its third-party service providers have implemented will be effective against current or future security threats, and Edgecast cannot guarantee that its systems and networks or those of its third-party service providers have not been breached or otherwise compromised, or that they and any software in Edgecast or Edgecast’s supply chains do not contain bugs, vulnerabilities, or compromised code that could result in a breach of or disruption to Edgecast’s systems and networks or the systems and networks of third parties that support Edgecast and its services. Unauthorized access to, other security breaches of, or security incidents affecting, systems, networks, and data used in Edgecast’s business, including those of its vendors, contractors, or those with which Edgecast has strategic relationships, even if not resulting in an actual or perceived introduction of ransomware, malware, or other malicious code or other actual or perceived breach of its customers’ networks, systems, or data, could result in the loss, compromise, corruption or other unavailability of data, disruptions to Edgecast’s and its customers’ products, systems, networks, and operations, loss of business, reputational damage adversely affecting customer or investor confidence, regulatory investigations and orders, litigation, indemnity obligations, damages for contract breach, penalties for violation of applicable laws or regulations, significant costs for remediation, and other liabilities.

Actual or perceived problems with Edgecast’s network, platform or products, or those of its vendors, contractors, or those with which Edgecast has strategic relationships, could result in actual or perceived breaches of Edgecast’s or its customers’ networks and systems or data. Actual or perceived breaches or other security incidents from these or other causes could lead to claims and litigation, indemnity obligations, regulatory audits, proceedings, and investigations and significant legal fees, significant costs for remediation, the expenditure of significant financial resources in efforts to analyze, correct, eliminate, remediate, or work around errors or defects, to address and eliminate vulnerabilities, and to address any applicable legal or contractual obligations relating to any actual or perceived security breach or incident. They also could damage Edgecast’s relationships with its existing customers and have a negative impact on Edgecast’s ability to attract and retain new customers. Because Edgecast’s business is focused on providing secure and high performing network services to its customers, Edgecast believes that its products and the networks and systems it uses in its business could be targets for hackers and others, and that an actual or perceived breach of, or security incident affecting, its networks, systems, or data, could be especially detrimental to its reputation, customer and channel partner confidence in its solution, and its business. Additionally, Edgecast’s offerings are designed to operate without interruption. If a breach or security incident were to impact the availability of Edgecast’s network, platform and products, its business, results of operations, and financial condition, as well as its reputation, could be adversely affected. Any cybersecurity insurance that Edgecast carries may be insufficient to cover all liabilities incurred by Edgecast in connection with any privacy or cybersecurity incidents or may not cover the kinds of incidents for which Edgecast submits claims.

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Real or perceived errors, failures or bugs in Edgecast’s customer solutions, software or technology could adversely affect its business, financial condition and results of operations.

Edgecast’s network, platform and products may experience errors, failures, vulnerabilities, or bugs that cause its offerings not to perform as intended and the likelihood of these problems may increase as Edgecast continues to expand the number and complexity of products that it offer to its customers through its global network. Although events like this are outside Edgecast’s control, they could materially harm its reputation and diminish the confidence of its current and potential customers in its network, platform and products. In addition, deployment of Edgecast’s network, platform and products into other computing environments may expose these errors, failures, vulnerabilities, or bugs in its offerings. Any such errors, failures, vulnerabilities, or bugs may not be found until after they are deployed to Edgecast’s customers and may create the perception that Edgecast’s network, platform and products are insecure, underperforming, or unreliable. In addition, in the event network outages or similar events occur, these events can require additional capital expenditures to lessen the chance that similar events will occur in the future. Edgecast also provides frequent updates and enhancements to its network, platform and products, which increase the possibility of errors. Edgecast’s quality assurance procedures and efforts to report, track, and monitor issues with its network may not be sufficient to ensure it detects any such defects in a timely manner.

Risks Related to Edgecast’s Operations

If Edgecast is unable to sell its services at acceptable prices relative to its costs, its revenue and gross margins will decrease and its business and financial results will suffer.

Edgecast operates in a multi-content delivery network supplier environment, where customers can route traffic to Edgecast, or away from it, within seconds. This results in on-going price compression. Simultaneously, Edgecast invests significant amounts in purchasing capital equipment as part of its effort to increase the capacity of its global network. The investments in Edgecast’s infrastructure are based upon assumptions regarding future demand, anticipated network utilization, as well as prices that Edgecast will be able to charge for its services. These assumptions may prove to be wrong. If the price that Edgecast is able to charge customers to deliver their content falls to a greater extent than anticipated, if Edgecast over-estimates future demand for its services, is unable to achieve an acceptable rate of network utilization, or if costs to deliver services do not fall commensurate with any future price declines, Edgecast may not be able to achieve acceptable rates of return on its infrastructure investments, and its gross profit and results of operations may suffer dramatically.

As Edgecast further expands its global network and services, and refresh its network equipment, Edgecast is dependent on significant future growth in demand for its services to justify additional capital expenditures. If Edgecast fails to generate significant additional demand for its services, its results of operations will suffer, and Edgecast may fail to achieve planned or expected financial results.

A significant portion of Edgecast’s revenue is derived collectively from its streaming, security, edge computing and support services. These services tend to have higher gross margins than Edgecast’s network services. Edgecast may not be able to achieve the growth rates in revenue from such services that it expects or has experienced in the past. If Edgecast is unable to achieve the expected growth rates in revenue for these service offerings, Edgecast’s revenue and operating results could be significantly and negatively affected.

If Edgecast is unable to recruit and retain key employees and qualified sales, research and development, technical, marketing and support personnel, its ability to compete could be harmed.

Edgecast’s future success depends upon the services of its key technology, sales, research and development, marketing and support personnel. Like other companies in Edgecast’s industries,

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Edgecast has experienced, and expects to continue to experience, difficulty in hiring and retaining highly skilled employees with appropriate qualifications, and, if Edgecast fails to attract new personnel or fails to retain and motivate its current personnel, its business and future growth prospects could suffer.

In addition, Edgecast’s future success will depend upon its ability to attract and retain employees. Such efforts will require time, expense and attention by Edgecast’s employees as there is significant competition for talented individuals, which affects both Edgecast’s ability to retain key employees and hire new ones and new hires require significant training. This competition may result in increased costs in the form of cash and stock-based compensation. The loss of the services of a significant number of Edgecast’s employees or any of its key employees or its inability to attract and retain new talent in a timely fashion may be disruptive to Edgecast’s operations and overall business.

Risks Related to Edgecast’s Reputation

Edgecast could be harmed if its reputation is damaged.

Edgecast’s corporate reputation is susceptible to material damage by events such as disputes with customers or competitors, cyber-attacks or service outages, internal control deficiencies, delivery failures, compliance violations, government investigations or legal proceedings. Similar events impacting one of Edgecast’s competitors could result in negative publicity for entire industry in which Edgecast operates, indirectly harming Edgecast’s business. Edgecast may also experience reputational damage if customers, vendors, employees, advocacy groups, regulators, investors, the media, social media influencers or others criticize its services, operations or public positions.

There is a risk that negative or inaccurate information about Edgecast’s business, even if based on rumor or misunderstanding, could adversely affect its business. Damage to Edgecast’s reputation could be difficult, expensive and time-consuming to repair. Damage to Edgecast’s reputation could also reduce the value and effectiveness of its brand name and could reduce investor confidence in Edgecast.

Edgecast’s dedication to its values may negatively influence its financial results.

Edgecast has taken, and may continue to take, actions that Edgecast believes are in the best interests of its customers, its employees, and its business, even if those actions do not maximize financial results in the short term. For instance, Edgecast has decided in the past, and may decide in the future, not to work with certain customers that do not align with Edgecast’s values or strategy. However, this approach may not result in the benefits that Edgecast expects, and its employees or third parties may disagree with these decisions, and Edgecast’s business could be adversely affected.

Legal and Regulatory Risks

Evolving privacy regulations could negatively impact Edgecast’s profitability and business operations.

Laws and regulations that apply to the internet related to privacy and data localization could pose risks to Edgecast’s revenues, intellectual property and customer relationships, as well as increase expenses or create other disadvantages to Edgecast’s business.

Privacy laws are rapidly proliferating, changing and evolving globally. Governments, privacy advocates and class action attorneys are increasingly scrutinizing how companies collect, process, use, store, share and transmit personal data. Laws, such as the European Union General Data Protection Regulation (“GDPR”), and the California Consumer Privacy Act of 2018 (“CCPA”), and industry self-regulatory codes have been enacted, and more laws are being considered that may affect how

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Edgecast uses data generated from its network, platform and products as well as its ability to reach current and prospective customers, understand how its offerings are being used and respond to customer requests allowed under the laws. Any perception that Edgecast’s business practices, its data collection activities or how its offerings operate represent an invasion of privacy, whether or not consistent with current regulations and industry practices, may subject Edgecast to public criticism or boycotts, class action lawsuits, reputational harm or actions by regulators, or claims by industry groups or other third parties, all of which could disrupt its business and expose Edgecast to liability.

Engineering efforts to build new capabilities to facilitate compliance with increasing data localization requirements and new and changing privacy laws could require Edgecast to take on substantial expense and divert engineering resources from other projects. Edgecast might experience reduced demand for its offerings if Edgecast is unable to engineer products that meet its legal duties or help its customers meet their obligations under the GDPR, the CCPA or other data regulations, or if the changes Edgecast implements to comply with such laws and regulations make its offerings less attractive.

Edgecast’s ability to leverage the data generated by its global network of servers is important to the value of many of its offerings, its operational efficiency and future product development opportunities. Edgecast’s ability to use data in this way may be constrained by regulatory developments. Compliance with applicable laws and regulations regarding personal data may require changes in services, business practices or internal systems that result in increased costs, lower revenue, reduced efficiency or greater difficulty in competing with other firms. Compliance with data regulations might limit Edgecast’s ability to innovate or offer certain features and functionality in some jurisdictions where Edgecast operates. Failure to comply with existing or new rules may result in significant penalties or orders to stop the alleged non-compliant activity, as well as negative publicity and diversion of management time and effort.

Although Edgecast takes steps intended to improve the security controls across its business groups and geographies, Edgecast’s security controls over personal data, its training of employees and third parties on data security and other practices Edgecast follows may not prevent the improper disclosure or misuse of customer or end-user data Edgecast stores and manages. Improper disclosure or misuse of personal data could harm Edgecast’s reputation, lead to legal exposure to customers or end users, or subject Edgecast to liability under laws that protect personal data, resulting in increased costs or loss of revenue.

Other regulatory developments could negatively impact Edgecast’s business.

Local and foreign laws and regulations that apply to the internet related to, among other things, content liability, security requirements, law enforcement access to information, critical infrastructure, data localization requirements and restrictions on social media or other content could pose risks to Edgecast’s revenues, intellectual property and customer relationships as well as increase expenses or create other disadvantages to its business. Section 230 of the U.S. Communications Decency Act, often referred to as Section 230, gives websites that host user-generated content broad protection from legal liability for content posted on their sites. Proposals to repeal or amend Section 230 could expose Edgecast to greater legal liability in the conduct of its business. Regulations have been enacted or proposed in a number of countries that limit the delivery of certain types of content into those countries. Enactment and expansion of such laws and regulations would negatively impact Edgecast’s revenues. In addition, such laws and regulations could cause internet service providers, or others, to block Edgecast’s offerings in order to enforce content blocking efforts. In addition, efforts to block a single product or domain name may end up blocking a number of other products or domain names in an overbroad manner that could affect Edgecast’s business. Interpretations of laws or regulations that would subject Edgecast to regulatory supervision or, in the alternative, require Edgecast to exit a line of

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business or a country, could lead to loss of significant revenues and have a negative impact on the quality of Edgecast’s network, platform and products. As noted with privacy compliance above, engineering efforts to build new capabilities to facilitate compliance with law enforcement access requirements, content access restrictions, or other regulations could require Edgecast to take on substantial expense and divert engineering resources from other projects. These circumstances could harm Edgecast’s profitability.

Edgecast may not be successful in protecting and enforcing its intellectual property rights.

Edgecast relies on various patents, copyrights, trade names, trademarks, service marks, trade secrets and other similar intellectual property rights, as well as confidentiality agreements and procedures, to establish and protect its proprietary rights. For a variety of reasons, however, these steps may not fully protect Edgecast, including due to inherent limitations on the ability to enforce these rights. Furthermore, Edgecast may from time to time be subject to intellectual property infringement and other claims and related litigation. Edgecast has also agreed to indemnify its customers and certain strategic partners if its offerings infringe or misappropriate specified intellectual property rights. As a result, Edgecast may become involved in litigation or claims brought against customers or strategic partners if its offerings or technology are the subject of such allegations. If Edgecast is unsuccessful in protecting or enforcing its intellectual property rights, its business, competitive position, results of operations and financial condition could be adversely affected.

Risks Related to Limelight’s Business

For risks related to our business, please refer to the section entitled “Item 1A. Risk Factors” set forth in our Annual Report on Form 10-K, as amended for the year ended December 31, 2021 as filed with the SEC on February 17, 2022, as updated by any subsequent quarterly reports on Form 10-Q.

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THE PARTIES

Limelight

Limelight is a leading provider of edge enabled web applications and content delivery solutions that enable organizations to deliver faster websites, more responsive applications, the highest quality video, and consistent game and software downloads to any device. We assist our clients on serving their global customers with experiences such as livestream sporting events, global movie launches, video games or file downloads for new phone apps. We target media, high tech, software, gaming, enterprise, and other organizations for which the delivery of digital content and apps are critical to the success of their business. As of December 31, 2021, we had approximately 580 active clients worldwide, including many notable brands in the fields of online video, live sports, digital music, news media, games, rich media applications, e-commerce, financial services, travel, and software delivery.

Limelight offers a secure infrastructure with the capacity to support the most onerous digital traffic demands. Our private fiber backbone enables traffic to bypass the congested public internet, resulting in faster, more reliable, and more secure content delivery. Our infrastructure is densely architected with data centers clustered around major metropolitan locations and directly interconnected with thousands of major internet service providers (“ISPs”) and last-mile networks. Unlike traditional content delivery network vendors which rely on third-party technologies for key components of their content delivery infrastructure, Limelight’s ongoing investment in the development and optimization of every component of our content delivery platform provides a fully-integrated suite of software services that solve clients’ content and application delivery challenges.

Limelight’s network has helped launch and grow many large video properties in the world and is now on the forefront of enabling a new generation of web and application development with Layer0 by Limelight. Layer0 by Limelight is a SaaS-based application acceleration and developer support platform that enables developers to program at the edge and cache dynamic data, thereby delivering faster page loads at lower costs.

Our principal executive offices are located at 2220 W. 14^th Street, Tempe, AZ 85281 and our telephone number is (602) 850-5000.

This proxy statement incorporates important business and financial information about us from other documents that are incorporated by reference; see the section entitled “Where You Can Find Additional Information and Incorporation of Certain Documents by Reference” located elsewhere in this proxy statement.

Edgecast

Edgecast is a business unit of Yahoo, Inc. (“Yahoo”) designed to help companies meet the ever-growing expectations of their customers. Edgecast’s leading set of solutions across content delivery, cloud security and video streaming, combined with a team of customer-oriented domain experts, streamlines operations and improves efficiencies, so businesses can redirect their energy into creating value for their customers—not managing multiple vendors and workflows.

College Parent

College Parent, L.P. is a Delaware limited partnership and is the ultimate parent company that controls Yahoo and Edgecast. College Parent is owned by funds managed by affiliates of Apollo Global Management, Inc. (together with its consolidated subsidiaries, “Apollo”), Verizon Communications Inc. (“Verizon”) and other certain co-investors.

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Yahoo

Yahoo is a global media and tech company that connects people to their passions. Yahoo reaches nearly 900 million people around the world, bringing them closer to what they love—from finance and sports, to shopping, gaming and news—with the trusted products, content and tech that fuel their day. For partners, Yahoo provide a full-stack platform for businesses to amplify growth and drive more meaningful connections across advertising, search and media.

Apollo

Apollo is a global, high-growth alternative asset manager. In its asset management business, Apollo seeks to provide its clients excess return at every point along the risk-reward spectrum from investment grade to private equity with a focus on three business strategies: yield, hybrid, and equity. For more than three decades, Apollo’s investing expertise across its fully integrated platform has served the financial return needs of its clients and provided businesses with innovative capital solutions for growth. Through Athene, its retirement services business, Apollo specializes in helping clients achieve financial security by providing a suite of retirement savings products and acting as a solutions provider to institutions. Apollo’s patient, creative, and knowledgeable approach to investing aligns its clients, businesses it invests in, its employees, and the communities it impacts, to expand opportunity and achieve positive outcomes. As of December 31, 2021, Apollo had approximately $498 billion of assets under management.

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THE ANNUAL MEETING

This proxy statement is being provided to Limelight stockholders as part of a solicitation of proxies by the Limelight board for use at the annual meeting of Limelight stockholders (the “annual meeting”) to be held at the time and place specified below, and at any properly convened meeting following an adjournment or postponement thereof. This proxy statement and the information incorporated by reference herein provides our stockholders with the information they need to know to be able to vote or instruct their vote to be cast at the annual meeting.

Date, Time and Place

The annual meeting will be held on June 9, 2022, at 12:00 p.m., Eastern Time, virtually via www.virtualshareholdermeeting.com/LLNW2022, where you, or your proxy, will be able to attend the annual meeting and vote electronically. Please note that you will not be able to attend the annual meeting in person. The annual meeting will begin online promptly at 12:00 p.m., Eastern Time.

Stockholders will be able to listen, vote, and submit questions from their home or from any remote location that has Internet connectivity.

A list of stockholders entitled to vote at the annual meeting will be available for examination by any stockholder for any purpose germane to the annual meeting beginning ten days prior to the annual meeting, and ending on the date of the annual meeting via the Internet at www.virtualshareholdermeeting.com/LLNW2022, subject to the satisfactory verification of stockholder status. Such list will also be available on-line at the annual meeting during the webcast of the meeting.

Purpose of the Annual Meeting

At the annual meeting, and any adjournments or postponements thereof, you will be asked to consider and vote on:

Recommendation of the Limelight Board

The Limelight board, after careful consideration of the various factors described under “The Transaction—Recommendation of the Limelight Board and Its Reasons for the Transaction” located elsewhere in this proxy statement, at a meeting held on March 6, 2022, unanimously determined that the purchase agreement and the transactions contemplated by the purchase agreement and the issuance of shares of Limelight common stock in the transaction are advisable, fair to and in the best interests of Limelight stockholders; approved and adopted the purchase agreement and the transactions contemplated by the purchase agreement, including the issuance of shares of Limelight common stock pursuant to the purchase agreement, directed that the approval of the issuance of shares of Limelight common stock be submitted to a vote at a meeting of Limelight stockholders entitled to vote on such matters and resolved to recommend to Limelight stockholders to vote in favor of the approval of the stock issuance proposal.

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In evaluating the transaction, the Limelight board consulted with and received the advice of Limelight’s outside legal and financial advisors, held discussions with Limelight’s management and considered a number of factors that it believed supported its decision to enter into the purchase agreement. These factors included, but were not limited to, those listed in “The Transaction—Recommendation of the Limelight Board and Its Reasons for the Transaction” located elsewhere in this proxy statement.

Accordingly, the Limelight board unanimously recommends that you vote “FOR” the stock issuance proposal, “FOR” the director election proposal, “FOR” the ratification proposal and “FOR” the adjournment proposal.

Record Date; Stockholders Entitled to Vote

Only holders of record of Limelight common stock at the close of business on April 19, 2022, the record date for the annual meeting (the “record date”), will be entitled to notice of, and to vote at, the annual meeting, or any adjournment or postponement thereof. At the close of business on the record date, 138,193,658 shares of Limelight common stock were issued and outstanding and held by 266 holders of record.

Holders of record of Limelight common stock on the record date are entitled to one vote per share at the annual meeting on each proposal. A list of the names of our stockholders of record will be open to the examination by any stockholder for any purpose germane to the annual meeting for ten days before the annual meeting via the Internet at www.virtualshareholdermeeting.com/LLNW2022. Such list will also be available on-line at the annual meeting during the webcast of the meeting. Our stockholder list will also be available at the annual meeting for examination by any stockholder present at such meeting.

Voting by our Directors and Executive Officers

At the close of business on the record date, our directors and executive officers were entitled to vote 3,589,746 shares of Limelight common stock, or approximately 2.6% of the shares of Limelight common stock outstanding on that date. We currently expect that all of our directors and executive officers will vote their shares in favor of each proposal being submitted to a vote of our stockholders at the annual meeting, although none of them has entered into any agreement obligating them to do so.

Quorum

No business may be transacted at the annual meeting unless a quorum is present. The presence of the holders of a majority of the stock issued and outstanding and entitled to vote, present in person or represented by proxy, is required to constitute a quorum for the transaction of business at the annual meeting. If a quorum is not present, or if there are not sufficient votes at the time of the annual meeting to approve the stock issuance proposal, the annual meeting may be adjourned to allow more time for obtaining additional proxies or votes. At any subsequent reconvening of the annual meeting, all proxies will be voted in the same manner as they would have been voted at the original convening of the annual meeting, except for any proxies that have been effectively revoked or withdrawn before the adjourned meeting.

Abstentions (shares of Limelight common stock for which proxies have been received but for which the holders have abstained from voting) will be included in the calculation of the number of shares of Limelight common stock represented at the annual meeting for purposes of determining whether a quorum has been achieved. Broker non-votes will be counted as present and entitled to vote for purposes of determining a quorum but will have no effect on the vote count for the proposals.

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Required Vote

The approval of the stock issuance proposal and the ratification proposal requires the affirmative vote of the holders of a majority of the votes cast. For the director election proposal, the nominees receiving the highest number of votes will be elected to the Limelight board. The approval of the adjournment proposal, if necessary or appropriate, requires the affirmative vote of the stockholders of a majority in voting power present if a quorum is not present, or, if a quorum is present, the affirmative vote of the holders of a majority of the votes cast.

Failure to Vote, Broker Non-Votes and Abstentions

If your shares of Limelight common stock are held in “street name” in a stock brokerage account or by another nominee, you must provide the record holder of your shares with instructions on how to vote your shares. Please follow the voting instructions provided by your bank, broker or other nominee. You may not vote shares of Limelight common stock held in street name by returning a proxy card directly to Limelight.

Banks, brokers or other nominees who hold shares of Limelight common stock in street name for a beneficial owner typically have the authority to vote in their discretion on “routine” proposals, even when they have not received instructions from beneficial owners. However, banks, brokers or other nominees are not allowed to exercise their voting discretion on matters that are determined to be “non-routine” without specific instructions from the beneficial owner. A “broker non-vote” is a vote that, in accordance with stock exchange rules, is not cast by a broker on a non-routine matter because the bank, broker or other nominee has not received instructions from the beneficial owner of such shares to vote on the particular proposal and the bank, broker or other nominee does not have discretionary voting power on such proposal.

Under the written rules of the NASDAQ Global Select Market (“Nasdaq”), banks, brokers or other nominees do not have discretionary authority to vote on any of the proposals to be voted upon at this annual meeting. Therefore, if you are a Limelight stockholder who holds shares in “street name” and you do not instruct your bank, broker or other nominee on how to vote your shares, your bank, broker or other nominee may not vote your shares on any of these proposals, and the resulting broker non-vote will have no effect on these proposals.

Instructions to “ABSTAIN” for each proposal to be voted upon at the annual meeting will be counted for purposes of determining the number of shares present and entitled to vote for purposes of determining a quorum. Abstentions will not be included in the vote totals for each proposal and will have no effect on the outcome of the vote on the stock issuance proposal, the ratification proposal or the adjournment proposal. If you return your signed proxy card but do not mark the boxes indicating how you wish to vote, your shares will be voted “FOR” the stock issuance proposal, “FOR” the director election proposal, “FOR” the ratification proposal and “FOR” the adjournment proposal.

Voting at the Annual Meeting

Whether or not you plan to attend the annual meeting virtually, please vote your shares. If you are a registered or “record” holder, which means your shares are registered in your name with American Stock Transfer & Trust Company, LLC, our transfer agent, you may vote in person at the annual meeting or be represented by proxy. If your shares are held in “street name,” which means your shares are held of record in an account with a bank, broker or other nominee, you must follow the instructions from your bank, broker or other nominee in order to vote. If you do not plan to attend the annual meeting or do not wish to vote at the annual meeting, you may authorize proxies to vote your shares by written proxy, by telephone or over the internet.

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Voting by Proxy

You should vote your proxy in advance of the meeting even if you plan to attend the annual meeting. If you are a Limelight stockholder of record, a proxy card is enclosed for your use., we recommend that you promptly submit your proxy, even if you plan to attend the annual meeting virtually, using one of the following four methods:

If you vote via the Internet or by telephone, please do not return a signed proxy card.

If you hold your shares of Limelight common stock in street name (i.e., through a bank, broker or other nominee), you will find enclosed instructions from your bank, broker or other nominee that you must follow in order to vote your shares. You may authorize proxies to vote your shares by telephone or over the internet if your bank, broker or other nominee makes these methods available, as detailed on the enclosed voting instruction form. You may also return your voting instructions by signing, dating and returning the enclosed voting instruction form in the postage-paid envelope provided.

YOUR VOTE IS IMPORTANT. ACCORDINGLY, PLEASE SUBMIT YOUR PROXY PROMPTLY, BY TELEPHONE, INTERNET OR MAIL WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING.

How Proxies are Counted

All shares represented by properly executed proxies received in time for the annual meeting will be voted at the meeting in the manner specified by the stockholders giving those proxies. Properly executed proxies that do not contain voting instructions will be voted “FOR” each of the proposals covered by this proxy statement.

Only shares affirmatively voted for the proposals, and properly executed proxies that do not contain voting instructions, will be counted as “FOR” the proposals submitted by us as described in this proxy statement. Abstentions will not be included in the vote totals for each proposal and will have no effect on the outcome of the vote on any of the proposals. Failures to vote and broker non-votes, if any, will have no effect on the outcome of any of the proposals.

Revocation of Proxies

You can change your vote or revoke your proxy at any time before your proxy is voted at the annual meeting. If you are a stockholder of record, you can do this in one of three ways:

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A registered stockholder may revoke a proxy by any of these methods, regardless of the method used to deliver the stockholder’s previous proxy.

If you are a “beneficial holder” who holds shares of Limelight common stock in “street name,” you must contact your bank, broker or other nominee to change your vote.

Tabulation of Votes

Limelight will retain an independent party to receive and tabulate the proxies and ballots, and to serve as the inspector of election to certify the results of the annual meeting.

Solicitation of Proxies

We are soliciting proxies for the annual meeting from our stockholders. We will pay our own cost of soliciting proxies, including the cost of mailing this proxy statement, from our stockholders. In addition to solicitation by use of the mails, proxies may be solicited by each of our directors and certain members of our management team, each of whom may be deemed a participant in this solicitation, in person or by telephone or other means of communication. These persons will not receive additional compensation, but may be reimbursed for reasonable out-of-pocket expenses in connection with this solicitation.

We have retained Innisfree M&A Incorporated to provide investor response services and assist in the solicitation of proxies at a solicitation fee of up to $30,000 plus related reasonable out-of-pocket expenses. We will make arrangements with brokerage houses, custodians, nominees and fiduciaries to forward proxy solicitation materials to beneficial owners of shares held of record by them. We will also reimburse these brokerage houses, custodians, nominees and fiduciaries for their reasonable expenses incurred in forwarding the proxy materials.

Adjournments

If quorum is not present, any adjournment or postponement of the annual meeting may be made by the chairperson of the meeting or a majority in voting power of the stockholders present; provided, however, that if the adjournment is for more than thirty days, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the adjourned meeting. If after the adjournment a new record date for stockholders entitled to vote is fixed for the adjourned meeting, the Limelight board shall fix a new record date for notice of such adjourned meeting and shall give notice of the adjourned meeting to each stockholder of record entitled to vote at such adjourned meeting as of the record date for notice of such adjourned meeting. If a quorum is not present at the annual meeting, or if there are not sufficient votes at the time of the annual meeting to approve the stock issuance proposal, then our stockholders may be asked to vote on a proposal to adjourn the annual meeting so as to permit the further solicitation of proxies.

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