## Capitalization CAPITALIZATION The following table sets forth our cash and cash equivalents and total capitalization as of December 31, 2025: •on an actual basis; •on a pro forma basis to give effect to the following immediately prior to the completion of this offering: (i) the filing and effectiveness of our amended and restated certificate of incorporation; (ii) the Preferred Stock Conversion; (iii) the Common Stock Reclassification; (iv) the RSU Net Settlement; (v) the increase in accrued expenses and other current liabilities and an equivalent decrease in additional paid-in capital of $               in connection with the estimated tax withholding and remittance obligations related to the RSU Net Settlement; and (vi) stock-based compensation expense of approximately $               that we will recognize upon the completion of this offering related to RSUs subject to service-based and liquidity-based vesting conditions for which the service-based vesting condition was satisfied as of December 31, 2025 and for which the liquidity-based vesting condition will be satisfied in connection with this offering; and •on a pro forma as adjusted basis to give effect to: (i) the pro forma adjustments set forth above; (ii) the issuance and sale of                 shares of Class A common stock by us in this offering at an assumed initial public offering price of $           per share, which is the midpoint of the estimated price range set forth on the cover page of this prospectus, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us; and (iii) the use of a portion of the net proceeds from this offering to satisfy the estimated tax withholding and remittance obligations related to the RSU Net Settlement. The pro forma as adjusted information discussed below is illustrative only and will be adjusted based on the actual initial public offering price and other terms of this offering determined at pricing. This table should be read in conjunction with the sections titled “Summary Consolidated Financial Data” and “Management’s Discussion and 84 Table of Contents Analysis of Financial Condition and Results of Operations” and our unaudited condensed consolidated financial statements and related notes included elsewhere in this prospectus. > **As of December 31, 2025** > > As of December 31, 2025 / As of December 31, 2025 / As of December 31, 2025 / As of December 31, 2025 > > Actual / Pro Forma / Pro Forma As Adjusted > (in thousands, except share and per share amounts) / (in thousands, except share and per share amounts) / (in thousands, except share and per share amounts) / (in thousands, except share and per share amounts) / (in thousands, except share and per share amounts) > Cash and cash equivalents .............................................................. ... $701,706 / $ / $ > Redeemable convertible preferred stock, par value $0.00001 per share; 113,258,719 shares authorized, 113,258,716 shares issued and outstanding, actual; no shares authorized, issued, or outstanding, pro forma and pro forma as adjusted ..................... ... $1,933,348 > Stockholders’ deficit: > Preferred stock, par value $0.00001 per share; no shares authorized, issued, or outstanding, actual;                 shares authorized, no shares issued or outstanding, pro forma and pro forma as adjusted ............................................................. ... — > Class A common stock, par value $0.00001 per share; 271,800,000 shares authorized, 57,907,093 issued and outstanding, actual;                 shares authorized, no shares issued and outstanding, pro forma;                 shares authorized and                 shares issued and outstanding, pro forma as adjusted ................................................................... ... 1 > Class B common stock, par value $0.00001 per share; no shares authorized, issued, or outstanding, actual;                 shares authorized,                   shares issued and outstanding, pro forma and pro forma as adjusted ................. ... — > Class N common stock, par value $0.00001 per share; 37,100,000 shares authorized, no shares issued and outstanding, actual;                 shares authorized,               shares issued and outstanding, pro forma and pro forma as adjusted ................................................................... ... — > Additional paid-in capital .......................................................... ... 346,829 > Treasury stock ........................................................................... ... (21,456) > Accumulated other comprehensive income ............................... ... 1,301 > Accumulated deficit ................................................................... ... (905,330) > Total stockholders’ deficit ......................................................... ... (578,655) > Total capitalization ............................................................... ... $1,354,693 / $ / $ _______________ (1)The pro forma as adjusted information discussed above is illustrative only and will depend on the actual initial offering price and other terms of this offering determined at pricing. Each $1.00 increase or decrease in the assumed initial public offering price of $           per share, which is the midpoint of the estimated price range set forth on the cover page of this prospectus, would increase or decrease, as applicable, each of pro forma as adjusted cash and cash equivalents, additional paid-in capital, total stockholders’ equity, and total capitalization by approximately $          , assuming that the number of shares of Class A common stock offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. Similarly, each increase or decrease of 1.0 million shares in the number of shares of Class A common stock offered by us would increase or decrease, as applicable, each of pro forma as adjusted cash and cash equivalents, additional paid-in capital, total stockholders’ equity, and total capitalization by approximately $          , assuming that the assumed initial public offering price of $           per share, which is the midpoint of the estimated price range set forth on the cover page of this prospectus, remains the same, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. 85 Table of Contents If the underwriters’ over-allotment option is exercised in full, pro forma as adjusted cash and cash equivalents, additional paid-in capital, total stockholders’ equity, total capitalization and shares of Class A common stock outstanding as of December 31, 2025 would be $          , $          , $          , $          , and                 shares, respectively. The number of shares of our common stock issued and outstanding, pro forma, and pro forma as adjusted in the table above is based on no shares of our Class A common stock,                 shares of our Class B common stock, and no shares of our Class N common stock outstanding as of December 31, 2025, after giving effect to the Preferred Stock Conversion, the Common Stock Reclassification, and the RSU Net Settlement, and excludes: •28,361,707 shares of our Class B common stock issuable upon the exercise of outstanding stock options as of December 31, 2025, with a weighted-average exercise price of $4.97 per share; •                shares of our Class B common stock issuable upon the vesting and settlement of RSUs subject to service-based and liquidity-based vesting conditions outstanding as of December 31, 2025, for which the service-based vesting condition was not yet satisfied as of December 31, 2025 and for which the liquidity- based vesting condition will be satisfied in connection with this offering, after giving effect to the RSU Net Settlement; •                 shares of Class B common stock issuable upon the vesting and settlement of RSUs subject to service-based and liquidity-based vesting conditions granted after December 31, 2025, for which the service-based vesting condition was not yet satisfied as of December 31, 2025 and for which the liquidity- based vesting condition will be satisfied in connection with this offering, after giving effect to the RSU Net Settlement; •9,000,000 shares of Class B common stock issuable upon the vesting and settlement of PRSUs subject to market-based vesting conditions granted after December 31, 2025, for which the market-based vesting condition was not yet satisfied as of December 31, 2025 (see the section titled “Executive and Director Compensation—Narrative to Summary Compensation Table—Equity-Based Compensation—2026 Founder PRSU Awards” for additional information); •33,445,026 shares of our Class N common stock issuable upon the exercise of the OpenAI Warrant, subject to satisfaction of vesting conditions (see the section titled “—Vesting of Shares Underlying the OpenAI Warrant” below for additional information); •2,696,678 shares of our Class N common stock issuable upon the exercise of a warrant authorized after December 31, 2025, with an exercise price of $100.00 per share, subject to satisfaction of vesting conditions; •3,682,000 shares of our Class N common stock issued after December 31, 2025; •                shares of our Class A common stock reserved for future issuance under the 2026 Plan, which will become effective on the day immediately prior to the date of effectiveness of the registration statement of which this prospectus forms a part, including                 new shares and the number of shares (i) that remain available for grant of future awards under the 2016 Plan at the time the 2026 Plan becomes effective, which shares will cease to be available for issuance under the 2016 Plan at such time and (ii) underlying outstanding Prior Plan Awards that expire, or are cancelled, forfeited, reacquired, or withheld; and •                shares of our Class A common stock reserved for future issuance under the ESPP, which will become effective on the day immediately prior to the date of effectiveness of the registration statement of which this prospectus forms a part. 86 Table of Contents The 2026 Plan and the ESPP also provide for automatic annual increases in the number of shares reserved thereunder. See the section titled “Executive and Director Compensation—Equity Compensation Plans” for additional information. Vesting of Shares Underlying the OpenAI Warrant In December 2025, we issued the OpenAI Warrant to OpenAI in connection with the execution of the MRA. Pursuant to the OpenAI Warrant, OpenAI has the right to purchase up to 33,445,026 shares of our Class N common stock at an exercise price of $0.00001 per share. The shares of Class N common stock underlying the OpenAI Warrant vest and become exercisable upon the occurrence of certain events, as set forth below: •4,459,337 shares vested in January 2026 upon our receipt of the Working Capital Loan; •5,574,171 shares will vest upon the earlier of (i) the first date that our market capitalization exceeds $40 billion, measured by the product of (a) the number of shares of common stock outstanding (on an as- converted basis for each authorized class or series of our common stock), multiplied by (b) the 30-day volume-weighted average closing price per share of our Class A common stock on Nasdaq, and (ii) receipt by us of certain fee payments from OpenAI under the MRA; and •23,411,518 shares in the aggregate will vest in multiple tranches on certain committed delivery dates of compute capacity pursuant to the MRA, including committed delivery dates to be mutually agreed upon for the Additional Capacity (as defined in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations”), if any. The OpenAI Warrant will only fully vest if OpenAI exercises all options to purchase Additional Capacity under the MRA, such that a total of 2GW of AI inference compute capacity and related services is purchased by OpenAI. See the section titled “Certain Relationships and Related Party Transactions—OpenAI Relationship—OpenAI Warrant” for additional information about the OpenAI Warrant. 87 Table of Contents