DESCRIPTION OF CAPITAL STOCK The following summary describes our capital stock and certain provisions of our amended and restated certificate of incorporation and our amended and restated bylaws, which will become effective immediately prior to the completion of this offering, the amended and restated investors’ rights agreement to which we and certain of our stockholders are parties, and of the Delaware General Corporation Law. Because the following is only a summary, it does not contain all of the information that may be important to you. For a complete description, you should refer to our amended and restated certificate of incorporation, amended and restated bylaws, and amended and restated investors’ rights agreement, copies of which are filed as exhibits to the registration statement of which this prospectus is part. General Immediately following the completion of this offering, our authorized capital stock will consist of 3,500,000,000 shares of Class A common stock, par value $0.00001 per share, 240,000,000 shares of Class B common stock, par value $0.00001 per share, 100,000,000 shares of Class N common stock, par value $0.00001 per share, and 100,000,000 shares of undesignated preferred stock, par value $0.00001 per share. As of December 31, 2025, after giving effect to (i) the filing and effectiveness of our amended and restated certificate of incorporation, (ii) the Preferred Stock Conversion, (iii) the Common Stock Reclassification, and (iv) the RSU Net Settlement, there were shares of our Class B common stock outstanding, held by stockholders of record, and no shares of our Class A common stock, Class N common stock, or preferred stock outstanding. Common Stock Immediately following the completion of this offering, we will have three classes of authorized common stock: Class A common stock, Class B common stock, and Class N common stock. The rights of holders of Class A common stock, Class B common stock, and Class N common stock will be identical, except with respect to voting and conversion rights. Voting Rights Each holder of our Class A common stock is entitled to one vote per share, each holder of our Class B common stock is entitled to 20 votes per share, and each holder of our Class N common stock is entitled to no votes per share. The holders of our Class A common stock and Class B common stock will generally vote as a single class on all matters submitted to a vote of our stockholders, unless otherwise required by Delaware law or our amended and restated certificate of incorporation. Delaware law could require holders of our Class A common stock, Class B common stock, or Class N common stock to vote separately as a single class in the following circumstances: •if we were to seek to amend our amended and restated certificate of incorporation to increase or decrease the par value of a class of our capital stock, then that class would be required to vote separately to approve the proposed amendment; and •if we were to seek to amend our amended and restated certificate of incorporation in a manner that alters or changes the powers, preferences, or special rights of a class of our capital stock in a manner that affected its holders adversely, then that class would be required to vote separately to approve the proposed amendment. Our amended and restated certificate of incorporation does not provide for cumulative voting for the election of directors. As a result, the holders of a majority of shares of our Class A common stock and Class B common stock can elect all of the directors then standing for election. Our amended and restated certificate of incorporation establishes a classified board of directors, to be divided into three classes with staggered three-year terms. Only one class of directors will be elected at each annual meeting of our stockholders, with the other classes continuing for the remainder of their respective three-year terms.
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Conversion Rights Class B Common Stock Each share of Class B common stock is convertible at any time at the option of the holder into one share of Class A common stock. Following the completion of this offering and prior to the Final Conversion Date (as defined below), each share of Class B common stock will convert automatically into one share of Class A common stock upon sale or transfer, except for certain permitted transfers, as set forth in our amended and restated certificate of incorporation, including estate planning or other transfers among our Founders (as defined below) and their permitted entities and permitted transferees. In addition, each share of our Class B common stock held by a Founder will convert automatically into one share of our Class A common stock on the earlier of (i) the death or incapacity of such Founder or (ii) the date that is six months following the date on which such Founder is no longer an employee or director of our company (unless such Founder has rejoined our company during such six-month period). In addition, all outstanding shares of Class B common stock will convert automatically into one share of Class A common stock on the date that is six months following the date on which no Founder is an employee or director of our company (unless a Founder has rejoined our company during such six-month period). We refer to the date on which such final conversion of all outstanding shares of Class B common stock pursuant to the terms of our amended and restated certificate of incorporation occurs as the “Final Conversion Date,” and we refer to each of Andrew D. Feldman, Sean Lie, Jean-Philippe Fricker, and Michael James as the “Founders.” Once converted into Class A common stock, the Class B common stock will not be reissued. Class N Common Stock Each share of Class N common stock will convert automatically into one share of Class A common stock upon any transfer, whether or not for value, except for certain permitted transfers, as set forth in our amended and restated certificate of incorporation. Permitted transferees include entities under common control with or controlled by such holder of our Class N common stock or if the holder provides prior written notice to us electing for the transfer to not result in a conversion. Once converted into Class A common stock, the Class N common stock will not be reissued. Dividends Subject to preferences that may be applicable to any then outstanding preferred stock, holders of our common stock are entitled to receive dividends as may be declared from time to time by our board of directors out of legally available funds; provided, however, that if a dividend is paid in the form of common stock (or rights to acquire, or securities convertible into or exchangeable for, such shares), then the holders of the Class A common stock shall receive shares of Class A common stock (or rights to acquire, or securities convertible into or exchangeable for, such shares, as the case may be), holders of the Class B common stock shall receive shares of Class B common stock (or rights to acquire, or securities convertible into or exchangeable for, such shares, as the case may be), and holders of Class N common stock shall receive shares of Class N common stock (or rights to acquire, or securities convertible into or exchangeable for, such shares, as the case may be), unless a disparate dividend treatment of the shares of each such class is approved by the affirmative vote of the holders of a majority of the then-outstanding shares of Class A common stock, Class B common stock, and Class N common stock, each voting separately as a class. Right to Receive Liquidation Distributions In the event of our liquidation, dissolution, or winding up, holders of our common stock will be entitled to share ratably in the net assets legally available for distribution to stockholders after the payment of all of our debts and other liabilities, subject to the satisfaction of any liquidation preference granted to the holders of any then outstanding shares of preferred stock.
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No Preemptive or Similar Rights Our common stock is not entitled to preemptive rights and is not subject to redemption or sinking fund provisions. The rights, preferences, and privileges of the holders of our common stock will be subject to, and may be adversely affected by, the rights of the holders of shares of any series of our preferred stock that we may designate in the future. Preferred Stock Pursuant to the provisions of our amended and restated certificate of incorporation, each currently outstanding share of redeemable convertible preferred stock will automatically be converted into one share of common stock effective upon the completion of this offering. Following this offering, no shares of redeemable convertible preferred stock will be outstanding. Following the completion of this offering, our board of directors will be authorized, subject to limitations prescribed by Delaware law, to issue preferred stock in one or more series, to establish from time to time the number of shares to be included in each series, and to fix the designation, powers, preferences, and rights of the shares of each series and any of its qualifications, limitations, or restrictions, in each case without further vote or action by our stockholders. Our board of directors can also increase or decrease the number of shares of any series of preferred stock, but not below the number of shares of that series then outstanding, without any further vote or action by our stockholders. Our board of directors may authorize the issuance of preferred stock with voting or conversion rights that could adversely affect the voting power or other rights of the holders of our common stock. The issuance of preferred stock, while providing flexibility in connection with possible acquisitions and other corporate purposes, could, among other things, have the effect of delaying, deferring, or preventing a change in control of our company and might adversely affect the price of our common stock and the voting and other rights of the holders of our common stock. We have no current plans to issue any shares of preferred stock. Stock Options As of December 31, 2025, we had outstanding options to purchase an aggregate of 28,361,707 shares of our Class B common stock, with a weighted-average exercise price of $4.97 per share, issued pursuant to the 2016 Plan. Restricted Stock Units As of December 31, 2025, we had outstanding RSUs representing 15,229,068 shares of our Class B common stock, issuable upon satisfaction of service-based and liquidity-based vesting conditions and issued pursuant to the 2016 Plan. In connection with the RSU Net Settlement, we will issue shares of our Class B common stock, after withholding an aggregate of an estimated shares of Class B common stock, to satisfy associated estimated tax withholding and remittance obligations. Warrants As of December 31, 2025, we had an outstanding warrant to purchase up to 1,857,516 shares of our Class N common stock, with an exercise price of $0.01 per share, which was exercised in full in January 2026. As of December 31, 2025, we had an outstanding warrant to purchase up to 33,445,026 shares of our Class N common stock, with an exercise price of $0.00001 per share, pursuant to the OpenAI Warrant.
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Registration Rights Amended and Restated Investors’ Rights Agreement Following the completion of this offering, and subject to the lock-up agreements entered into in connection with this offering and market standoff provisions, the holders of up to an aggregate of approximately shares of our common stock (excluding shares of our Class N common stock issued or issuable upon the exercise of the OpenAI Warrant), or their permitted transferees, will be entitled to rights with respect to the registration of the Class A common stock issuable upon conversion of such shares under the Securities Act. These rights are provided under the terms of an amended and restated investors’ rights agreement between us and the holders of these shares, which was entered into in connection with our redeemable convertible preferred stock financings, and include Form S-1 and Form S-3 demand registration rights and piggyback registration rights. In any registration made pursuant to such amended and restated investors’ rights agreement, all fees, costs, and expenses of underwritten registrations will be borne by us and all selling expenses, including all underwriting discounts, selling commissions, and stock transfer taxes, will be borne by the holders of the shares being registered. We will not be required to bear the expenses in connection with the exercise of the demand registration rights of a registration if the request is subsequently withdrawn at the request of the selling stockholders holding a majority of securities to be registered. In an underwritten public offering, the underwriters have the right, subject to specified conditions, to limit the number of shares such holders may include. The registration rights terminate upon the earliest of (i) upon a deemed liquidation event or stock sale, each as defined in the amended and restated investors’ rights agreement, (ii) five years following the completion of this offering, or (iii) at such time as any particular stockholder may sell all of its shares during any 90-day period pursuant to Rule 144 or another similar exemption under the Securities Act. Form S-1 Demand Registration Rights The holders of up to an aggregate of approximately shares of our common stock (excluding shares of our Class N common stock issued or issuable upon the exercise of the OpenAI Warrant), or their permitted transferees, are entitled to Form S-1 demand registration rights. Under the terms of the amended and restated investors’ rights agreement, at any time beginning 180 days after the effective date of the registration statement of which this prospectus forms a part, the holders representing a majority of the then-outstanding shares that are entitled to registration rights can request that we file a registration statement on Form S-1 covering all or some of their shares as soon as practicable, and in any event within 90 days after the date of such request, if the aggregate price to the public of the shares offered is at least $25.0 million (net of underwriting discounts, selling commissions, and stock transfer taxes). We may be required to effect up to two registrations pursuant to this provision of the amended and restated investors’ rights agreement. We may postpone the filing of a registration statement once for up to 90 days in a 12-month period if our board of directors determines that the filing would be materially detrimental to us. We are not required to effect a Form S-1 demand registration under certain additional circumstances specified in the amended and restated investors’ rights agreement, including during the period beginning 60 days prior to our good faith estimate of the date of filing and ending on a date 180 days after the effective date of a registration statement filed by our initiation. Form S-3 Demand Registration Rights The holders of up to an aggregate of approximately shares of our common stock (excluding shares of our Class N common stock issued or issuable upon the exercise of the OpenAI Warrant), or their permitted transferees, are also entitled to Form S-3 demand registration rights. Under the terms of the amended and restated investors’ rights agreement, at any time once we are eligible to file a registration statement on Form S-3, the holders representing a majority of the then-outstanding shares that are entitled to registration rights can request that we file a registration statement on Form S-3 covering all or some of their shares, as soon as practicable, and in any event within 45 days of such request, if the aggregate price to the public of the shares offered is at least $5.0 million (net of underwriting discounts, selling commissions, and stock transfer taxes). The holders may only require us to effect at most two registration statements on Form S-3 in any 12-month period. We may postpone the filing of a
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registration statement once for up to 90 days in a 12-month period if our board of directors determines that the filing would be materially detrimental to us. We are not required to effect a Form S-3 registration under certain additional circumstances specified in the amended and restated investors’ rights agreement, including during the period beginning 30 days prior to our good faith estimate of the date of filing and ending on a date 90 days after the effective date of a registration statement filed by our initiation. Piggyback Registration Rights If we register any of our securities for public sale, holders of up to an aggregate of approximately shares of our common stock (excluding shares of our Class N common stock issued or issuable upon the exercise of the OpenAI Warrant), or their permitted transferees, will have the right to include the Class A common stock issuable upon conversion of such shares in the registration statement. However, this right does not apply to a registration relating to the sale of securities pursuant to any company stock plan, a registration relating to an SEC Rule 145 transaction, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the common stock, or a registration in which the only common stock being registered is common stock issuable upon conversion of debt securities that are also being registered. The underwriters of any underwritten offering will have the right to limit the number of shares registered by these holders if they determine that marketing factors require limitation, in which case the number of shares to be registered will be apportioned pro rata among these holders, according to the total amount of securities entitled to be included by each holder. However, the number of shares to be registered by these holders cannot be reduced unless all other securities of such holders are first entirely excluded from the underwriting. OpenAI Registration Rights Agreement Following the completion of this offering, and subject to the lock-up agreements entered into in connection with this offering and market standoff provisions, OpenAI will be entitled, with respect to the shares of our Class N common stock issued or issuable upon the exercise of the OpenAI Warrant, to rights with respect to the registration of these shares under the Securities Act. These rights are provided under the terms of a registration rights agreement between us and OpenAI, which was entered into in connection with the OpenAI Warrant, and includes Form S-3 demand registration rights and piggyback registration rights. In any registration made pursuant to such registration rights agreement, all fees, costs, and expenses of underwritten registrations will be borne by us and all underwriting discounts, selling commissions, applicable transfer taxes in connection with the sale of the securities under the registration statement, and the fees and disbursements of OpenAI’s counsel will be borne by OpenAI. We will not be required to bear the expenses in connection with the exercise of the demand registration rights of a registration if the request is subsequently withdrawn at the request of OpenAI. In an underwritten public offering, the underwriters have the right, subject to specified conditions, to limit the number of shares OpenAI may include. The registration rights terminate upon the earliest of (i) the three-year anniversary of the expiration date of the OpenAI warrant, (ii) December 24, 2032, or (iii) at such time as OpenAI ceases to hold shares of our Class N common stock issued pursuant to the OpenAI Warrant. Form S-3 Demand Registration Rights OpenAI is entitled to Form S-3 demand registration rights. Under the terms of the registration rights agreement, at any time once we are eligible to file a registration statement on Form S-3, OpenAI can request that we use commercially reasonable efforts to file a registration statement on Form S-3 covering all or some of the shares of Class N common stock underlying the OpenAI Warrant within 30 days of such request, if the aggregate price to the public of the shares offered is at least $50.0 million (based on the market price of our Class A common stock as of the date of the demand request). OpenAI may only require us to effect one registration of all or a portion of its shares on an underwritten basis and one registration on a non-underwritten basis in any 12-month period, not to exceed a maximum of three registrations on an underwritten basis in the aggregate. We may postpone the filing of a registration statement twice for up to 75 days in any 12-month period or in the 12-month period prior to the expiration of OpenAI’s registration rights under the registration rights agreement if our board of directors determines that the filing would be materially detrimental to us. We are not required to effect a Form S-3 registration
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under certain additional circumstances specified in the registration rights agreement, including during the period beginning 30 days prior to our good faith estimate of the date of filing and ending on a date 90 days after the effective date of a registration statement filed by our initiation. Piggyback Registration Rights If we register shares of our Class N common stock for public sale, OpenAI, or its permitted transferees, will have the right to include the shares underlying the OpenAI Warrant in the registration statement. However, this right does not apply to a registration on Form S-8, Form S-4, or on another form, or in another context, in which such “piggyback” registration would be inappropriate. The underwriters of any underwritten offering will have the right to limit the number of shares registered by these holders if they determine that marketing factors require limitation, in which case the number of shares to be registered will be apportioned pro rata among these holders, according to the total amount of securities requested to be included by each holder. Anti-Takeover Provisions Certain provisions of Delaware law, our amended and restated certificate of incorporation and our amended and restated bylaws, which will become effective immediately prior to the completion of this offering, which are summarized below, may have the effect of delaying, deferring, or discouraging another person from acquiring control of us. They are also designed, in part, to encourage persons seeking to acquire control of us to negotiate first with our board of directors. We believe that the benefits of increased protection of our potential ability to negotiate with an unfriendly or unsolicited acquirer outweigh the disadvantages of discouraging a proposal to acquire us because negotiation of these proposals could result in an improvement of their terms. Delaware Law We are subject to Section 203 of the Delaware General Corporation Law, which prohibits a Delaware corporation from engaging in any business combination with any interested stockholder for a period of three years after the date that such stockholder became an interested stockholder, with the following exceptions: •the business combination or transaction which resulted in the stockholder becoming an interested stockholder was approved by the board of directors prior to the time that the stockholder became an interested stockholder; •upon consummation of the transaction which resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding shares owned by directors who are also officers of the corporation and shares owned by employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or •at or subsequent to the time the stockholder became an interested stockholder, the business combination was approved by the board of directors and authorized at an annual or special meeting of the stockholders, and not by written consent, by the affirmative vote of at least 66 2/3% of the outstanding voting stock which is not owned by the interested stockholder. In general, Section 203 defines a “business combination” to include mergers, asset sales and other transactions resulting in financial benefit to a stockholder and an “interested stockholder” as a person who, together with affiliates and associates, owns, or within three years did own, 15% or more of the corporation’s outstanding voting stock. These provisions may have the effect of delaying, deferring, or preventing changes in control of our company.
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Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws Our amended and restated certificate of incorporation and our amended and restated bylaws, which will become effective immediately prior to the completion of this offering, will include a number of provisions that could deter hostile takeovers or delay or prevent changes in control of our board of directors or management team, including the following: Classified Board Our amended and restated certificate of incorporation will further provide that our board of directors is divided into three classes, Class I, Class II, and Class III, with each class serving staggered three-year terms. In addition, directors may only be removed from the board of directors for cause. The existence of a classified board could delay a potential acquirer from obtaining majority control of our board of directors, and the prospect of that delay might deter a potential acquirer. See the section titled “Management—Board Structure and Composition” for additional information. Board of Directors Vacancies Our amended and restated certificate of incorporation and our amended and restated bylaws will authorize only our board of directors to fill vacant directorships, including newly created seats. In addition, the number of directors constituting our board of directors will be permitted to be set only by a resolution adopted by a majority vote of our entire board of directors. These provisions would prevent a stockholder from increasing the size of our board of directors and then gaining control of our board of directors by filling the resulting vacancies with its own nominees. This will make it more difficult to change the composition of our board of directors and will promote continuity of management. Stockholder Action; Special Meeting of Stockholders Our amended and restated certificate of incorporation will provide that our stockholders may not take action by written consent, but may only take action at annual or special meetings of our stockholders. As a result, a holder controlling a majority of our capital stock would not be able to amend our amended and restated bylaws or remove directors without holding a meeting of our stockholders called in accordance with our amended and restated bylaws. Our amended and restated certificate of incorporation will further provide that special meetings of our stockholders may be called only by a majority of our board of directors, the chairperson of our board of directors, our Chief Executive Officer, or our President, thus prohibiting a stockholder from calling a special meeting. These provisions might delay the ability of our stockholders to force consideration of a proposal or for stockholders controlling a majority of our capital stock to take any action, including the removal of directors. Advance Notice Requirements for Stockholder Proposals and Director Nominations Our amended and restated bylaws will provide advance notice procedures for stockholders seeking to bring business before our annual meeting of stockholders or to nominate candidates for election as directors at our annual meeting of stockholders. Our amended and restated bylaws will also specify certain requirements regarding the form and content of a stockholder’s notice. These provisions might preclude our stockholders from bringing matters before our annual meeting of stockholders or from making nominations for directors at our annual meeting of stockholders if the proper procedures are not followed. We expect that these provisions may also discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to obtain control of our company. No Cumulative Voting The Delaware General Corporation Law provides that stockholders are not entitled to cumulate votes in the election of directors unless a corporation’s certificate of incorporation provides otherwise. Our amended and restated certificate of incorporation will not provide for cumulative voting.
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Amendment of Charter and Bylaws Provisions Amendments to our amended and restated certificate of incorporation will require the approval of 66 2/3% of the outstanding voting power of our common stock. Our amended and restated bylaws will provide that approval of stockholders holding 66 2/3% of our outstanding voting power voting as a single class is required for stockholders to amend or adopt any provision of our bylaws. In addition, amendments to our amended and restated certificate of incorporation or our amended and restated bylaws that amend, alter, change, adopt, or repeal any provision in a manner that modifies the voting, conversion, or other powers, preferences, or other special rights or privileges, or restrictions of the Class N common stock will require the approval of a majority of the then-outstanding shares of Class N common stock, voting as a separate class. Issuance of Undesignated Preferred Stock Our board of directors will have the authority, without further action by our stockholders, to issue up to 100,000,000 shares of undesignated preferred stock with rights and preferences, including voting rights, designated from time to time by our board of directors. The existence of authorized but unissued shares of preferred stock would enable our board of directors to render more difficult or to discourage an attempt to obtain control of us by means of a merger, tender offer, proxy contest, or other means. Choice of Forum Our amended and restated certificate of incorporation and amended and restated bylaws will provide that, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware will be the exclusive forum for the following types of actions or proceedings under Delaware statutory or common law: any derivative action or proceeding brought on our behalf; any action asserting a claim of breach of fiduciary duty owed by any of our directors, officers or stockholders to us or to our stockholders; any action asserting a claim against us arising pursuant to the Delaware General Corporation Law, our amended and restated certificate of incorporation or our amended and restated bylaws (as either may be amended from time to time); or any action asserting a claim against us that is governed by the internal affairs doctrine. As a result, any action brought by any of our stockholders with regard to any of these matters will need to be filed in the Court of Chancery of the State of Delaware and cannot be filed in any other jurisdiction; provided that, the exclusive forum provision will not apply to suits brought to enforce any liability or duty created solely by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction; and provided further that, if and only if the Court of Chancery of the State of Delaware dismisses any such action for lack of subject matter jurisdiction, such action may be brought in another state or federal court sitting in the State of Delaware. Our amended and restated certificate of incorporation and amended and restated bylaws will also provide that the federal district courts of the United States of America will be the exclusive forum for the resolution of any complaint asserting a cause or causes of action against us or any defendant arising under the Securities Act. Such provision is intended to benefit and may be enforced by us, our officers and directors, employees, and agents, including the underwriters and any other professional or entity who has prepared or certified any part of this prospectus. Nothing in our amended and restated certificate of incorporation and amended and restated bylaws preclude stockholders that assert claims under the Exchange Act from bringing such claims in state or federal court, subject to applicable law. If any action the subject matter of which is within the scope described above is filed in a court other than a court located within the State of Delaware (a “Foreign Action”), in the name of any stockholder, such stockholder shall be deemed to have consented to the personal jurisdiction of the state and federal courts located within the State of Delaware in connection with any action brought in any such court to enforce the applicable provisions of our amended and restated certificate of incorporation and amended and restated bylaws and having service of process made upon such stockholder in any such action by service upon such stockholder’s counsel in the Foreign Action as agent for such stockholder. Although our amended and restated certificate of incorporation and amended and restated bylaws will contain the choice of forum provision described above, it is possible that a court could find that such a provision is inapplicable for a particular claim or action or that such provision is unenforceable. This choice of forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or any of our directors, officers, other employees or stockholders, which may
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discourage lawsuits with respect to such claims or make such lawsuits more costly for stockholders, although our stockholders will not be deemed to have waived our compliance with federal securities laws and the rules and regulations thereunder. Limitations on Liability and Indemnification Matters Our amended and restated certificate of incorporation will limit the liability of our directors and officers to the fullest extent permitted by the Delaware General Corporation Law, and our amended and restated bylaws will provide that we will indemnify them to the fullest extent permitted by such law. We expect to enter into indemnification agreements with our current directors and executive officers prior to the completion of this offering and expect to enter into a similar agreement with any new directors or executive officers. Further, pursuant to our indemnification agreements and directors’ and officers’ liability insurance, our directors and executive officers will be indemnified and insured against the cost of defense, settlement, or payment of a judgment under certain circumstances. In addition, as permitted by Delaware law, our amended and restated certificate of incorporation will include provisions that eliminate the personal liability of our directors and executive officers for monetary damages resulting from breaches of certain fiduciary duties as a director or officer. The effect of this provision is to restrict our rights and the rights of our stockholders in derivative suits to recover monetary damages against a director or officer for breach of fiduciary duties as a director or officer. These provisions may be held not to be enforceable for violations of the federal securities laws of the United States. Listing We have applied to list our Class A common stock on the Nasdaq Global Select Market under the symbol “CBRS.” Transfer Agent and Registrar The transfer agent and registrar for our Class A common stock, Class B common stock, and Class N common stock will be Computershare Trust Company, N.A. The address of the transfer agent and registrar is 250 Royall Street, Canton, Massachusetts 02021.
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SHARES ELIGIBLE FOR FUTURE SALE Prior to this offering, there has been no public market for our common stock. Future sales of substantial amounts of our Class A common stock in the public market could adversely affect market prices prevailing from time to time. Furthermore, because only a limited number of shares will be available for sale shortly after this offering due to existing contractual and legal restrictions on resale as described below, there may be sales of substantial amounts of our Class A common stock in the public market after the restrictions lapse. This may adversely affect the prevailing market price and our ability to raise equity capital in the future. Upon the completion of this offering, based on the number of shares of our capital stock outstanding as of December 31, 2025, we will have an aggregate of shares of our Class A common stock (or shares of Class A common if the underwriters exercise their over-allotment option in full), shares of our Class B common stock, and no shares of our Class N common stock outstanding, after giving effect to (i) the filing and effectiveness of our amended and restated certificate of incorporation, which will occur immediately prior to the completion of this offering; (ii) the Preferred Stock Conversion; (iii) the Common Stock Reclassification; and (iv) the RSU Net Settlement, and assuming no exercise of any additional options or settlement of additional RSUs subsequent to December 31, 2025; and assuming no exercise of the underwriters’ over-allotment option to purchase additional shares from us. Of these shares, all of the shares of Class A common stock sold in this offering, plus any shares sold by us, if any, upon exercise of the underwriters’ over-allotment option, will be freely tradable without restrictions or further registration under the Securities Act, except for any shares purchased by our “affiliates,” as that term is defined in Rule 144 under the Securities Act, whose sales would be subject to the Rule 144 resale restrictions described below, other than the holding period requirement. The remaining shares of Class B common stock and shares of Class B common stock subject to stock options will be on issuance deemed “restricted securities,” as that term is defined in Rule 144 under the Securities Act. These restricted securities are eligible for public sale only if they are registered under the Securities Act or if they qualify for an exemption from registration under Rules 144 or 701 under the Securities Act, which are summarized below. As a result of the lock-up agreements and market standoff provisions described below, and subject to the provisions of Rule 144 and Rule 701 under the Securities Act and our insider trading compliance policy, these restricted securities may be available for sale in the public market as follows:
Earliest Date Available for Sale in the Public Market / Number of Shares of Class A Common Stock
6:00 a.m. Eastern Time on the first trading day following the effectiveness of the registration statement of which this prospectus forms a part (the “First Trading Day”). ... An aggregate of up to million shares held by Non-Executive Employees (as defined below).
6:00 a.m. Eastern Time on the second trading day following the effectiveness of the registration statement of which this prospectus forms a part, provided that the closing price of our Class A common stock on the Nasdaq Global Select Market on the First Trading Day has exceeded 133% of the initial public offering price per share set forth on the cover page of this prospectus (the “Second Trading Day Release Trigger”). ... An aggregate of up to million shares held by Non-Executive Employees.
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Earliest Date Available for Sale in the Public Market / Number of Shares of Class A Common Stock
6:00 a.m. Eastern Time on the second trading day following our release of earnings for the quarter ended March 31, 2026. ... If the Second Trading Day Release Trigger was satisfied, an aggregate of up to approximately million shares held by Directors and Officers (as defined below) and Non-Employee Holders (as defined below). If the Second Trading Day Release Trigger was not satisfied, an aggregate of up to approximately million shares held by Directors and Officers, Non-Executive Employees, and Non-Employee Holders.
6:00 a.m. Eastern Time on the second trading day following our release of earnings for the quarter ending June 30, 2026. ... An aggregate of up to approximately million shares held by Directors and Officers, Non-Executive Employees, and Non-Employee Holders.
6:00 a.m. Eastern Time on August 19, 2026. ... An aggregate of up to approximately million shares held by Directors and Officers, Non-Executive Employees, and Non-Employee Holders.
6:00 a.m. Eastern Time on September 2, 2026. ... An aggregate of up to approximately million shares held by Directors and Officers, Non-Executive Employees, and Non-Employee Holders.
6:00 a.m. Eastern Time on September 16, 2026. ... An aggregate of up to approximately million shares held by Directors and Officers, Non-Executive Employees, and Non-Employee Holders.
6:00 a.m. Eastern Time on September 30, 2026. ... An aggregate of up to approximately million shares held by Directors and Officers, Non-Executive Employees, and Non-Employee Holders.
6:00 a.m. Eastern Time on October 14, 2026. ... An aggregate of up to approximately million shares held by Directors and Officers, Non-Executive Employees, and Non-Employee Holders.
6:00 a.m. Eastern Time on October 28, 2026. ... An aggregate of up to approximately million shares held by Directors and Officers, Non-Executive Employees, and Non-Employee Holders.
The earlier of (i) 6:00 a.m. Eastern Time on the second trading day following our release of earnings for the quarter ending September 30, 2026 or (ii) 180 days after the date of this prospectus (the “Lock-up Period”). ... All remaining shares held by our stockholders not previously eligible for sale, subject to applicable limitations under Rule 144, including for “affiliates” and compliance with other applicable law, as described below.
As used herein, •“Directors and Officers” means our directors and officers subject to reporting under Section 16 of the Exchange Act during the Lock-up Period. •“Non-Executive Employees” means our employees as of March 31, 2026, who are not Directors and Officers. •“Non-Employee Holders” means holders of our capital stock, and securities convertible into or exercisable or exchangeable for shares of our capital stock, who are not Directors and Officers or Non-Executive Employees. •“Eligible Securities” means vested shares of our Class A common stock and securities directly or indirectly convertible into or exchangeable or exercisable for our Class A common stock held by the Directors and
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Officers, Non-Executive Employees, and Non-Employee Holders as of April 30, 2026. Eligible Securities also include equity awards (including options and RSUs) granted prior to April 30, 2026 to Directors and Officers and Non-Executive Employees for which the service-based vesting condition will be satisfied as of November 9, 2026. Rule 144 In general, a person who has beneficially owned restricted shares of our common stock for at least six months would be entitled to sell such securities, provided that (i) such person is not deemed to have been one of our affiliates at the time of, or at any time during the 90 days preceding, a sale; and (ii) we are subject to the Exchange Act periodic reporting requirements for at least 90 days before the sale. Persons who have beneficially owned restricted shares of our common stock for at least six months but who are our affiliates at the time of, or any time during the 90 days preceding, a sale, would be subject to additional restrictions, by which such person would be entitled to sell within any three-month period only a number of securities that does not exceed the greater of either of the following: •1% of the number of shares of our Class A common stock then outstanding, which will equal approximately shares immediately after this offering, assuming no exercise of the underwriters’ over-allotment option; or •the average weekly trading volume of shares of our Class A common stock on the Nasdaq Global Select Market during the four calendar weeks preceding the filing of a notice on Form 144 with respect to that sale; provided, in each case, that we are subject to the Exchange Act periodic reporting requirements for at least 90 days before the sale. Such sales both by affiliates and by non-affiliates must also comply with the manner of sale, current public information and notice provisions of Rule 144 to the extent applicable. Rule 701 In general, under Rule 701 as currently in effect, any of our employees, directors, officers, consultants, or advisors who acquired common stock from us in connection with a written compensatory stock or option plan or other written agreement in compliance with Rule 701 before the effective date of the registration statement of which this prospectus is a part (to the extent such common stock is not subject to a lock-up agreement or market standoff provision) and who are not our “affiliates” as defined in Rule 144 during the immediately preceding 90 days, is entitled to rely on Rule 701 to resell such shares beginning 90 days after the date of this prospectus in reliance on Rule 144, but without complying with the notice, manner of sale, public information requirements or volume limitation provisions of Rule 144. Persons who are our “affiliates” may resell those shares beginning 90 days after the date of this prospectus without compliance with minimum holding period requirements under Rule 144 (subject to the terms of the lock-up agreements and market standoff provisions referred to below, if applicable). Lock-Up and Market Standoff Agreements In connection with this offering, we, our executive officers and directors, and certain other record holders that together represent approximately % of our Class A common stock, stock options, and other securities convertible into, exercisable, or exchangeable for our Class A common stock have entered into or will enter into lock-up agreements with the underwriters pursuant to which we and they have agreed to not, among other things and subject to certain exceptions, offer, sell, contract to sell, pledge, or otherwise dispose of, (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) any shares of Class A common stock or securities convertible into or exchangeable for shares of our Class A common stock during the Lock-up Period.
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Furthermore, (i) an additional approximately % of our outstanding Class A common stock and securities directly or indirectly convertible into or exchangeable or exercisable for our Class A common stock are subject to the market standoff provisions in our amended and restated investors’ rights agreement, pursuant to which such holders agreed to not lend, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right, or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of our Class A common stock or any securities convertible into or exercisable or exchangeable for our Class A common stock held immediately prior to the effectiveness of this registration statement, or enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such securities during the Lock-up Period and (ii) an additional approximately % of our outstanding Class A common stock and securities directly or indirectly convertible into or exchangeable or exercisable for our Class A common stock are subject to restrictions contained in market standoff agreements with us that include restrictions on the sale, transfer, or other disposition of shares during the Lock-up Period. The forms and specific restrictive provisions within these market standoff provisions vary among security holders. For example, although some of these market standoff provisions do not specifically restrict hedging transactions and others may be subject to different interpretations between us and security holders as to whether they restrict hedging, our insider trading compliance policy prohibits hedging by all of our current directors, officers, employees, contractors, and consultants. Sales, short sales, or hedging transactions involving our equity securities, whether before or after this offering and whether or not we believe them to be prohibited, could adversely affect the price of our Class A common stock. As a result of the foregoing, substantially all of our outstanding shares of Class A common stock and securities directly or indirectly convertible into or exchangeable or exercisable for our Class A common stock are subject to a lock-up agreement or market standoff provisions during the Lock-up Period. We have agreed to enforce all such market standoff restrictions on behalf of the underwriters and not to amend or waive any such market standoff provisions during the Lock-up Period without the prior consent of Morgan Stanley & Co. LLC, Citigroup Global Markets Inc., and Barclays Capital Inc., on behalf of the underwriters, provided that we may release shares from such restrictions to the extent such shares would be entitled to release under the form of lock-up agreement with the underwriters signed by our directors and executive officers and certain other record holders of our securities as described herein. Notwithstanding the foregoing, and in each case, subject to the provisions of Rule 144 and Rule 701 under the Securities Act and our insider trading compliance policy, as applicable: (i)7.5% of the Eligible Securities held by Non-Executive Employees will be released beginning at 6:00 a.m. Eastern Time on the First Trading Day; (ii)if the Second Trading Day Release Trigger is satisfied, 7.5% of the Eligible Securities held by Non- Executive Employees will be released beginning at 6:00 a.m. Eastern Time on the second trading day on which our Class A common stock is traded on Nasdaq; (iii)6:00 a.m. Eastern Time on the second trading day after we publicly announce earnings for the quarter ended March 31, 2026, (A)if the Second Trading Day Release Trigger is satisfied: •15% of the Eligible Securities held by Directors and Officers; and •15% of the Eligible Securities held by the Non-Employee Holders will be released; or, (B)if the Second Trading Day Release Trigger is not satisfied: •15% of the Eligible Securities held by Directors and Officers;
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•7.5% of the Eligible Securities held by Non-Executive Employees; and •15% of the Eligible Securities held by the Non-Employee Holders will be released; (iv)16.7% of the Eligible Securities held by each of the Directors and Officers, Non-Executive Employees, and Non-Employee Holders will be released at 6:00 a.m. Eastern Time on the second trading day after we publicly announce earnings for the quarter ending June 30, 2026; (v)6.7% of the Eligible Securities held by each of the Directors and Officers, Non-Executive Employees, and Non-Employee Holders will be released at 6:00 a.m. Eastern Time on each of: •August 19, 2026; •September 2, 2026; and •September 16, 2026; and (vi)8.9% of the Eligible Securities held by each of the Directors and Officers, Non-Executive Employees, and Non-Employee Holders will be released at 6:00 a.m. Eastern Time on each of: •September 30, 2026; •October 14, 2026; and •October 28, 2026. Without limiting the above, the restrictions imposed by the lock-up agreements and market standoff provisions during the Lock-up Period are subject to certain additional exceptions, including with respect to: (i)any sales of our Class A common stock to the underwriters pursuant to the underwriting agreement to be entered into in connection with this offering; (ii)transfers (A) as a bona fide gift or gifts (including contributions to a charitable organization or educational institution) or (B) for bona fide estate or tax planning purposes (including contributions to a family foundation); (iii)transfers by will, other testamentary document, or intestacy; (iv)transfers to any trust for the direct or indirect benefit of the lock-up party or the immediate family of the lock-up party, or if the lock-up party is a trust, to a trustor or beneficiary of the trust or to the estate of a beneficiary of such trust; (v)transfers to a partnership, limited liability company, or other entity of which the lock-up party and/or the immediate family of the lock-up party are the legal and/or beneficial owner of all of the outstanding equity securities or similar interests; (vi)transfers to a nominee, custodian or trustee of a person or entity to whom a disposition or transfer would be permissible under clauses (ii) through (v) above; (vii)transactions relating to shares of Class A common stock acquired by the lock-up party in this offering or in open market transactions after the closing date of this offering;
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(viii)if the lock-up party is a corporation, partnership, limited liability company, trust, or other business entity, (A) transfers to another corporation, partnership, limited liability company, trust, or other business entity that is an affiliate (as defined in Rule 405 promulgated under the Securities Act) of the lock-up party, or to any investment fund or other entity controlling, controlled by, managing, or managed by or under common control with the lock-up party or affiliates of the lock-up party (including, for the avoidance of doubt, where the lock-up party is a partnership, to its general partner or a successor partnership or fund, or any other funds managed by such partnership), or (B) transfers as part of a distribution to members, partners, shareholders, or other equity-holders of the lock-up party; (ix)transfers by operation of law, such as pursuant to a qualified domestic order, divorce settlement, divorce decree, separation agreement or other court order; (x)transfers to us from a service provider of the Company upon death, disability or termination of services, in each case, of such service provider; (xi)transfers to us in connection with the vesting, exercise, or settlement of options, warrants, RSUs, or other rights to purchase shares of our Class A common stock, Class B common stock, or Class N common stock (including, in each case, by way of “net” or “cashless” exercise), including for the payment of exercise price and tax and remittance payments due as a result of the vesting, exercise, or settlement of such options, warrants, RSUs, or rights, provided that any shares of Class A common stock, Class B common stock, or Class N common stock received upon such vesting, exercise, or settlement shall remain subject to the restrictions set forth above, and provided further that any such options, warrants, RSUs, or rights are held by the lock-up party pursuant to (A) an agreement or (B) equity awards granted under an equity incentive plan, stock purchase plan, or other equity award plan described in this prospectus; (xii)transfers in connection with the sale or other transfer of the lock-up party’s shares of Class A common stock to satisfy any tax obligations or payments due as a result of (A) the exercise of stock options, if such options expire or the post-termination exercise period applicable to such options expire during the Lock-Up Period or (B) the settlement of RSUs (other than RSUs that vest in connection with or upon the completion of this offering) pursuant to awards granted under an equity incentive plan, stock purchase plan, or other equity award plan described in this prospectus, provided that, in each case, any remaining shares of Class A common stock or Class B common stock received upon such exercise or settlement shall remain subject to the restrictions set forth above; (xiii)the conversion of our outstanding Class B common stock, Class N common stock, or preferred stock into shares of our Class A common stock or Class N common stock, as applicable, provided that any such shares of Class A common stock or Class B common stock received upon such conversion shall be subject to the restrictions set forth above; or (xiv)transfers pursuant to a bona fide third-party tender offer, merger, consolidation, or other similar transaction that is approved by our board of directors and made to all holders of our capital stock involving a change of control of the company; provided that in the event that such tender offer, merger, consolidation, or other similar transaction is not completed, the lock-up party’s securities shall remain subject to the restrictions set forth above; provided that (A) in the case of any transfer, distribution or other disposition pursuant to clauses (a)(ii), (iii), (iv), (v), (vi), (viii), and (ix), such transfer shall not involve a disposition for value and such securities shall remain subject to the restrictions set forth above; (B) in the case of any transfer, distribution, or other disposition pursuant to clauses (a)(vii) and (viii), no filing by any party under the Exchange Act or other public announcement shall be required or will be made voluntarily in connection with such transfer, disposition, or distribution (other than a filing on a Form 5 or pursuant to Section 13 of the Exchange Act); and (C) in the case of any transfer or distribution pursuant to clauses (a)(ii), (iii), (iv), (v), (vi), (ix), (x), (xi), and (xii), that no public filing, report, or announcement will be voluntarily made, and if any filing under Section 16(a) of the Exchange Act, or other public filing, report, or announcement reporting a reduction in beneficial ownership of shares of Class A common stock in connection with
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the transfer or distribution is legally required during the Lock-up Period, such filing, report, or announcement must clearly indicate in the footnotes thereto the nature and conditions of the transfer. All remaining securities held by our security holders and not previously eligible for sale, subject to applicable limitations under Rule 144, including for “affiliates” and compliance with other applicable law, and subject to the provisions of our insider trading compliance policy, as applicable, will be fully released on the earlier of (i) 6:00 a.m. Eastern Time on the second trading day following our release of earnings for the quarter ending September 30, 2026 or (ii) 180 days after the date of this prospectus. See the section titled “Underwriters” for information about exceptions to the lock-up agreements and market standoff provisions described above and a further description of these agreements. Upon the expiration of the Lock- up Period, substantially all of the securities subject to such transfer restrictions will become eligible for sale, subject to the limitations discussed above. Registration Rights We have granted Form S-1 and Form S-3 demand and piggyback registration rights to certain of our stockholders. Registration of the sale of these shares under the Securities Act would result in these shares becoming freely tradable without restriction under the Securities Act immediately upon the effectiveness of the registration, except for shares purchased by affiliates. See the section titled “Description of Capital Stock—Registration Rights” for additional information. Equity Incentive Plans We intend to file with the SEC one or more registration statements on Form S-8 under the Securities Act to register all of the shares of our Class A common stock issuable or issuable and reserved for issuance under the 2016 Plan, the 2026 Plan, and the ESPP. Shares covered by such registration statement will be eligible for sale in the public market, subject to the Rule 144 limitations, vesting restrictions, and the lock-up agreements described above, if applicable.
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MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES TO NON-U.S. HOLDERS The following discussion is a summary of the material U.S. federal income tax consequences to Non-U.S. Holders (as defined below) of the purchase, ownership, and disposition of our Class A common stock issued pursuant to this offering, but does not purport to be a complete analysis of all potential tax effects. The effects of other U.S. federal tax laws, such as estate and gift tax laws, and any applicable state, local, or non-U.S. tax laws are not discussed. This discussion is based on the U.S. Internal Revenue Code of 1986, as amended (the “Code”), Treasury Regulations promulgated thereunder, judicial decisions, and published rulings and administrative pronouncements of the U.S. Internal Revenue Service (the “IRS”), in each case in effect as of the date hereof. These authorities may change or be subject to differing interpretations. Any such change or differing interpretation may be applied retroactively in a manner that could adversely affect a Non-U.S. Holder of our Class A common stock. We have not sought and will not seek any rulings from the IRS regarding the matters discussed below. There can be no assurance the IRS or a court will not take a contrary position to that discussed below regarding the tax consequences of the purchase, ownership, and disposition of our Class A common stock. This discussion is limited to Non-U.S. Holders that hold our Class A common stock as a “capital asset” within the meaning of Section 1221 of the Code (generally, property held for investment). This discussion does not address all U.S. federal income tax consequences relevant to a Non-U.S. Holder’s particular circumstances, including the impact of the Medicare contribution tax on net investment income and the alternative minimum tax. In addition, it does not address consequences relevant to Non-U.S. Holders subject to special rules, including, without limitation: •U.S. expatriates and former citizens or long-term residents of the United States; •persons holding our Class A common stock as part of a hedge, straddle, or other risk reduction strategy or as part of a conversion transaction or other integrated investment; •banks, insurance companies, and other financial institutions; •brokers, dealers, or traders in securities; •“controlled foreign corporations,” “foreign controlled foreign corporations,” “passive foreign investment companies,” and corporations that accumulate earnings to avoid U.S. federal income tax; •partnerships or other entities or arrangements treated as partnerships for U.S. federal income tax purposes (and investors therein); •tax-exempt organizations or governmental organizations; •persons deemed to sell our Class A common stock under the constructive sale provisions of the Code; •persons who hold or receive our Class A common stock pursuant to the exercise of any employee stock option or otherwise as compensation; •tax-qualified retirement plans; and •“qualified foreign pension funds” as defined in Section 897(l)(2) of the Code and entities all of the interests of which are held by qualified foreign pension funds. If an entity treated as a partnership for U.S. federal income tax purposes holds our Class A common stock, the tax treatment of a partner in the partnership will depend on the status of the partner, the activities of the partnership, and certain determinations made at the partner level. Accordingly, partnerships holding our Class A common stock and the partners in such partnerships should consult their tax advisors regarding the U.S. federal income tax consequences to them.
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THIS DISCUSSION IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT TAX ADVICE. INVESTORS SHOULD CONSULT THEIR TAX ADVISORS WITH RESPECT TO THE APPLICATION OF THE U.S. FEDERAL INCOME TAX LAWS TO THEIR PARTICULAR SITUATIONS AS WELL AS ANY TAX CONSEQUENCES OF THE PURCHASE, OWNERSHIP, AND DISPOSITION OF OUR CLASS A COMMON STOCK ARISING UNDER THE U.S. FEDERAL ESTATE OR GIFT TAX LAWS OR UNDER THE LAWS OF ANY STATE, LOCAL, OR NON-U.S. TAXING JURISDICTION OR UNDER ANY APPLICABLE INCOME TAX TREATY. Definition of a Non-U.S. Holder For purposes of this discussion, a “Non-U.S. Holder” is any beneficial owner of our Class A common stock that is neither a “U.S. person” nor an entity treated as a partnership for U.S. federal income tax purposes. A U.S. person is any person that, for U.S. federal income tax purposes, is or is treated as any of the following: •an individual who is a citizen or resident of the United States; •a corporation created or organized under the laws of the United States, any state thereof, or the District of Columbia; •an estate, the income of which is subject to U.S. federal income tax regardless of its source; or •a trust that (i) is subject to the primary supervision of a U.S. court and all substantial decisions of which are subject to the control of one or more “United States persons” (within the meaning of Section 7701(a)(30) of the Code), or (ii) has a valid election in effect to be treated as a United States person for U.S. federal income tax purposes. Distributions As described in the section titled “Dividend Policy,” we do not anticipate declaring or paying any cash dividends in the foreseeable future. However, if we do make distributions of cash or property on our Class A common stock, such distributions will constitute dividends for U.S. federal income tax purposes to the extent paid from our current or accumulated earnings and profits, as determined under U.S. federal income tax principles. Amounts not treated as dividends for U.S. federal income tax purposes will constitute a return of capital and first be applied against and reduce a Non-U.S. Holder’s adjusted tax basis in its Class A common stock, but not below zero. Any excess will be treated as capital gain and will be treated as described under the subsection titled “—Sale or Other Taxable Disposition” below. Subject to the discussion below regarding effectively connected income, dividends paid to a Non-U.S. Holder will be subject to U.S. federal withholding tax at a rate of 30% of the gross amount of the dividends (or such lower rate specified by an applicable income tax treaty, provided the Non-U.S. Holder furnishes a valid IRS Form W-8BEN or W-8BEN-E (or other applicable documentation) certifying qualification for the lower treaty rate). A Non-U.S. Holder that does not timely furnish the required documentation, but that qualifies for a reduced treaty rate, may obtain a refund of any excess amounts withheld by timely filing an appropriate claim for refund with the IRS. Non-U.S. Holders should consult their tax advisors regarding their entitlement to benefits under any applicable tax treaties. If dividends paid to a Non-U.S. Holder are effectively connected with the Non-U.S. Holder’s conduct of a trade or business within the United States (and, if required by an applicable income tax treaty, the Non-U.S. Holder maintains a permanent establishment in the United States to which such dividends are attributable), the Non-U.S. Holder will be exempt from the U.S. federal withholding tax described above. To claim the exemption, the Non-U.S. Holder must furnish to the applicable withholding agent a valid IRS Form W-8ECI, certifying that the dividends are effectively connected with the Non-U.S. Holder’s conduct of a trade or business within the United States.
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Any such effectively connected dividends will be subject to U.S. federal income tax on a net income basis at the regular rates applicable to U.S. persons. A Non-U.S. Holder that is a corporation also may be subject to a branch profits tax at a rate of 30% (or such lower rate specified by an applicable income tax treaty) on such effectively connected dividends, as adjusted for certain items. Non-U.S. Holders should consult their tax advisors regarding any applicable tax treaties that may provide for different rules. Sale or Other Taxable Disposition A Non-U.S. Holder will not be subject to U.S. federal income tax on any gain realized upon the sale or other taxable disposition of our Class A common stock unless: •the gain is effectively connected with the Non-U.S. Holder’s conduct of a trade or business within the United States (and, if required by an applicable income tax treaty, the Non-U.S. Holder maintains a permanent establishment in the United States to which such gain is attributable); •the Non-U.S. Holder is a nonresident alien individual present in the United States for 183 days or more during the taxable year of the disposition and certain other requirements are met; or •our Class A common stock constitutes a U.S. real property interest (“USRPI”) by reason of our status as a U.S. real property holding corporation (“USRPHC”) for U.S. federal income tax purposes. Gain described in the first bullet point above generally will be subject to U.S. federal income tax on a net income basis at the regular rates applicable to U.S. persons. A Non-U.S. Holder that is a corporation also may be subject to a branch profits tax at a rate of 30% (or such lower rate specified by an applicable income tax treaty) on such effectively connected gain, as adjusted for certain items. A Non-U.S. Holder described in the second bullet point above will be subject to U.S. federal income tax at a rate of 30% (or such lower rate specified by an applicable income tax treaty) on gain realized upon the sale or other taxable disposition of our Class A common stock, which may be offset by certain U.S. source capital losses of the Non-U.S. Holder (even though the individual is not considered a resident of the United States), provided the Non- U.S. Holder has timely filed U.S. federal income tax returns with respect to such losses. With respect to the third bullet point above, we believe we currently are not, and do not anticipate becoming, a USRPHC. Because the determination of whether we are a USRPHC depends, however, on the fair market value of our USRPIs relative to the fair market value of our non-U.S. real property interests and our other business assets, there can be no assurance we currently are not a USRPHC or will not become one in the future. Even if we are or were to become a USRPHC, gain arising from the sale or other taxable disposition of our Class A common stock by a Non-U.S. Holder will not be subject to U.S. federal income tax if our Class A common stock is “regularly traded,” as defined by applicable Treasury Regulations, on an established securities market, and such Non-U.S. Holder owned, actually and constructively, 5% or less of our Class A common stock throughout the shorter of the five-year period ending on the date of the sale or other taxable disposition or the Non-U.S. Holder’s holding period. Non-U.S. Holders should consult their tax advisors regarding any applicable tax treaties that may provide for different rules. Information Reporting and Backup Withholding Payments of dividends on our Class A common stock will not be subject to backup withholding, provided the Non-U.S. Holder certifies its non-U.S. status, such as by furnishing a valid IRS Form W-8BEN, W-8BEN-E or W-8ECI, or otherwise establishes an exemption. However, information returns are required to be filed with the IRS in connection with any distributions on our Class A common stock paid to the Non-U.S. Holder, regardless of whether such distributions constitute dividends or whether any tax was actually withheld. In addition, proceeds of the sale or other taxable disposition of our Class A common stock within the United States or conducted through certain U.S.-related brokers generally will not be subject to backup withholding or information reporting if the
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applicable withholding agent receives the certification described above or the Non-U.S. Holder otherwise establishes an exemption. Proceeds of a disposition of our Class A common stock conducted through a non-U.S. office of a non- U.S. broker that does not have certain enumerated relationships with the United States generally will not be subject to backup withholding or information reporting. Copies of information returns that are filed with the IRS may also be made available under the provisions of an applicable treaty or agreement to the tax authorities of the country in which the Non-U.S. Holder resides or is established. Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be allowed as a refund or a credit against a Non-U.S. Holder’s U.S. federal income tax liability, provided the required information is timely furnished to the IRS. Additional Withholding Tax on Payments Made to Foreign Accounts Withholding taxes may be imposed under Sections 1471 to 1474 of the Code (such Sections commonly referred to as the Foreign Account Tax Compliance Act (“FATCA”)) on certain types of payments made to non-U.S. financial institutions and certain other non-U.S. entities. Specifically, a 30% withholding tax may be imposed on dividends on, or (subject to the proposed Treasury Regulations discussed below) gross proceeds from the sale or other disposition of, our Class A common stock paid to a “foreign financial institution” or a “non-financial foreign entity” (each as defined in the Code), unless (i) the foreign financial institution undertakes certain diligence and reporting obligations, (ii) the non-financial foreign entity either certifies it does not have any “substantial United States owners” (as defined in the Code) or furnishes identifying information regarding each substantial United States owner, or (iii) the foreign financial institution or non-financial foreign entity otherwise qualifies for an exemption from these rules. If the payee is a foreign financial institution and is subject to the diligence and reporting requirements in (i) above, it must enter into an agreement with the U.S. Department of the Treasury requiring, among other things, that it undertake to identify accounts held by certain “specified United States persons” or “United States owned foreign entities” (each as defined in the Code), annually report certain information about such accounts, and withhold 30% on certain payments to non-compliant foreign financial institutions and certain other account holders. Foreign financial institutions located in jurisdictions that have an intergovernmental agreement with the United States governing FATCA may be subject to different rules. Under applicable Treasury Regulations and administrative guidance, withholding under FATCA generally applies to payments of dividends on our Class A common stock. While withholding under FATCA would have applied also to payments of gross proceeds from the sale or other disposition of our Class A common stock beginning on January 1, 2019, proposed Treasury Regulations eliminate FATCA withholding on payments of gross proceeds entirely. Taxpayers generally may rely on these proposed Treasury Regulations until final Treasury Regulations are issued. Prospective investors should consult their tax advisors regarding the potential application of withholding under FATCA to their investment in our Class A common stock.
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UNDERWRITERS Under the terms and subject to the conditions in an underwriting agreement to be dated the date of this prospectus, the underwriters named below, for whom Morgan Stanley & Co. LLC, Citigroup Global Markets Inc., and Barclays Capital Inc. are acting as representatives, will severally agree to purchase, and we will agree to sell to them, severally, the number of shares of our Class A common stock indicated below:
Name / Number of Shares
Morgan Stanley & Co. LLC ................................................................................................................
Citigroup Global Markets Inc. .............................................................................................................
Barclays Capital Inc. ............................................................................................................................
UBS Securities LLC ............................................................................................................................
Mizuho Securities USA LLC ...............................................................................................................
TD Securities (USA) LLC ...................................................................................................................
Needham & Company, LLC ................................................................................................................
Craig-Hallum Capital Group LLC .......................................................................................................
Wedbush Securities Inc. ......................................................................................................................
Rosenblatt Securities Inc. ....................................................................................................................
Academy Securities, Inc. .....................................................................................................................
Total: ..............................................................................................................................................
The underwriters and the representatives are collectively referred to as the “underwriters” and the “representatives,” respectively. The underwriters are offering the shares of Class A common stock subject to their acceptance of the shares from us, and subject to prior sale. The underwriting agreement will provide that the obligations of the several underwriters to pay for and accept delivery of the shares of Class A common stock offered by this prospectus are subject to the approval of certain legal matters by their counsel and to certain other conditions. The underwriters will be obligated to take and pay for all of the shares of Class A common stock offered by this prospectus if any such shares are taken. However, the underwriters will not be required to take or pay for the shares covered by the underwriters’ option to purchase additional shares described below. The underwriters initially propose to offer part of the shares of Class A common stock directly to the public at the offering price listed on the cover page of this prospectus and part to certain dealers at a price that represents a concession not in excess of $ per share under the public offering price. After the initial offering of the shares of Class A common stock, the offering price and other selling terms may from time to time be varied by the representatives. Sales of any shares of Class A common stock made outside of the United States may be made by affiliates of the underwriters. We will grant to the underwriters an option, exercisable for 30 days from the date of this prospectus, to purchase up to additional shares of Class A common stock from us at the public offering price listed on the cover page of this prospectus, less the underwriting discounts and commissions. The underwriters may exercise this option solely for the purpose of covering over-allotments, if any, made in connection with the offering of the shares of Class A common stock offered by this prospectus. To the extent the option is exercised, each underwriter will become obligated, subject to certain conditions, to purchase about the same percentage of the additional shares of Class A common stock as the number listed next to the underwriter’s name in the preceding table bears to the total number of shares of Class A common stock listed next to the names of all underwriters in the preceding table. The following table shows the per share and total public offering price, underwriting discounts and commissions, and proceeds before expenses to us. These amounts are shown assuming both no exercise and full
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exercise of the underwriters’ option to purchase up to an additional shares of Class A common stock from us.
| Total | Total | Total | ||
|---|---|---|---|---|
| Per Share | No Exercise | Full Exercise | ||
| Public offering price ....................................................................... | $ | $ | $ | |
| Underwriting discounts and commissions to be paid by us ........... | $ | $ | $ | |
| Proceeds, before expenses, to us .................................................... | $ | $ | $ |
The estimated offering expenses payable by us, exclusive of the underwriting discounts and commissions, are approximately $ . We will agree to reimburse the underwriters for expenses relating to clearance of this offering with the Financial Industry Regulatory Authority up to $ . The underwriters have informed us that they do not intend sales to discretionary accounts to exceed 5% of the total number of shares of Class A common stock offered by them. We have applied to list our Class A common stock on the Nasdaq Global Select Market under the symbol “CBRS.” In connection with this offering, we, our executive officers and directors, and certain other record holders that together represent approximately % of our Class A common stock, stock options, and other securities convertible into, exercisable, or exchangeable for our Class A common stock have entered into or will enter into lock-up agreements with the underwriters pursuant to which we and they have agreed to not, among other things and subject to certain exceptions, offer, sell, contract to sell, pledge, or otherwise dispose of, (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) any shares of Class A common stock or securities convertible into or exchangeable for shares of our Class A common stock during the period from the date of this prospectus continuing through the earlier of (i) 6:00 a.m. Eastern Time on the second trading day following our release of earnings for the quarter ending September 30, 2026 or (ii) 180 days after the date of this prospectus (the “Lock-up Period”). Furthermore, (i) an additional approximately % of our outstanding Class A common stock and securities directly or indirectly convertible into or exchangeable or exercisable for our Class A common stock are subject to the market standoff provisions in our amended and restated investors’ rights agreement, pursuant to which such holders agreed to not lend, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right, or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of our Class A common stock or any securities convertible into or exercisable or exchangeable for our Class A common stock held immediately prior to the effectiveness of this registration statement, or enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such securities during the Lock-up Period and (ii) an additional approximately % of our outstanding Class A common stock and securities directly or indirectly convertible into or exchangeable or exercisable for our Class A common stock are subject to restrictions contained in market standoff agreements with us that include restrictions on the sale, transfer, or other disposition of shares during the Lock-up Period. The forms and specific restrictive provisions within these market standoff provisions vary among security holders. For example, although some of these market standoff provisions do not specifically restrict hedging transactions and others may be subject to different interpretations between us and security holders as to whether they restrict hedging, our insider trading policy prohibits hedging by all of our current directors, officers, employees, contractors, and consultants. Sales, short sales, or hedging transactions involving our equity securities, whether before or after this offering and whether or not we believe them to be prohibited, could adversely affect the price of our Class A common stock. As a result of the foregoing, substantially all of our outstanding shares of Class A common stock and securities directly or indirectly convertible into or exchangeable or exercisable for our Class A common stock are subject to a
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lock-up agreement or market standoff provisions during the Lock-up Period. We have agreed to enforce all such market standoff restrictions on behalf of the underwriters and not to amend or waive any such market standoff provisions during the Lock-up Period without the prior consent of Morgan Stanley & Co. LLC, Citigroup Global Markets Inc., and Barclays Capital Inc., on behalf of the underwriters, provided that we may release shares from such restrictions to the extent such shares would be entitled to release under the form of lock-up agreement with the underwriters signed by our directors and executive officers and certain other record holders of our securities as described herein. Notwithstanding the foregoing, and in each case, subject to the provisions of Rule 144 and Rule 701 under the Securities Act and our insider trading compliance policy, as applicable: (i)7.5% of the Eligible Securities held by Non-Executive Employees will be released beginning at 6:00 a.m. Eastern Time on the First Trading Day; (ii)if the Second Trading Day Release Trigger is satisfied, 7.5% of the Eligible Securities held by Non- Executive Employees will be released beginning at 6:00 a.m. Eastern Time on the second trading day on which our Class A common stock is traded on Nasdaq; (iii)at 6:00 a.m. Eastern Time on the second trading day after we publicly announce earnings for the quarter ended March 31, 2026, (A)if the Second Trading Day Release Trigger is satisfied: •15% of the Eligible Securities held by Directors and Officers; and •15% of the Eligible Securities held by the Non-Employee Holders will be released; or, (B)if the Second Trading Day Release Trigger is not satisfied: •15% of the Eligible Securities held by Directors and Officers; •7.5% of the Eligible Securities held by Non-Executive Employees; and •15% of the Eligible Securities held by the Non-Employee Holders will be released; (iv)16.7% of the Eligible Securities held by each of the Directors and Officers, Non-Executive Employees, and Non-Employee Holders will be released at 6:00 a.m. Eastern Time on the second trading day after we publicly announce earnings for the quarter ending June 30, 2026; (v)6.7% of the Eligible Securities held by each of the Directors and Officers, Non-Executive Employees, and Non-Employee Holders will be released at 6:00 a.m. Eastern Time on each of: •August 19, 2026; •September 2, 2026; and •September 16, 2026; and
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(vi)8.9% of the Eligible Securities held by each of the Directors and Officers, Non-Executive Employees, and Non-Employee Holders will be released at 6:00 a.m. Eastern Time on each of: •September 30, 2026; •October 14, 2026; and •October 28, 2026. As used herein, •“Directors and Officers” means our directors and officers subject to reporting under Section 16 of the Exchange Act during the Lock-up Period. •“Non-Executive Employees” means our employees as of March 31, 2026, who are not Directors and Officers. •“Non-Employee Holders” means holders of our capital stock, and securities convertible into or exercisable or exchangeable for shares of our capital stock, who are not Directors and Officers or Non-Executive Employees. •“Eligible Securities” means vested shares of our Class A common stock and securities directly or indirectly convertible into or exchangeable or exercisable for our Class A common stock held by the Directors and Officers, Non-Executive Employees, and Non-Employee Holders as of April 30, 2026. Eligible Securities also include equity awards (including options and RSUs) granted prior to April 30, 2026 to Directors and Officers and Non-Executive Employees for which the service-based vesting condition will be satisfied as of November 9, 2026. Furthermore, pursuant to certain exceptions to the lock-up agreements and market standoff provisions as described below, certain shares of our Class A common stock will be eligible for sale in the open market during the Lock-up Period in sell-to-cover transactions in order to satisfy tax withholding obligations in connection with the settlement of RSUs. Pursuant to such exceptions, we estimate up to an aggregate of million shares may be sold in the open market in connection with such tax withholding obligations (based on an assumed % tax withholding rate). Without limiting the above, the restrictions imposed by the lock-up agreements and market standoff provisions during the Lock-up Period are subject to certain additional exceptions, including with respect to: (i)any sales of our Class A common stock to the underwriters pursuant to the underwriting agreement to be entered into in connection with this offering; (ii)transfers (A) as a bona fide gift or gifts (including contributions to a charitable organization or educational institution) or (B) for bona fide estate or tax planning purposes (including contributions to a family foundation); (iii)transfers by will, other testamentary document, or intestacy; (iv)transfers to any trust for the direct or indirect benefit of the lock-up party or the immediate family of the lock-up party, or if the lock-up party is a trust, to a trustor or beneficiary of the trust or to the estate of a beneficiary of such trust; (v)transfers to a partnership, limited liability company, or other entity of which the lock-up party and/or the immediate family of the lock-up party are the legal and/or beneficial owner of all of the outstanding equity securities or similar interests;
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(vi)transfers to a nominee, custodian or trustee of a person or entity to whom a disposition or transfer would be permissible under clauses (ii) through (v) above; (vii)transactions relating to shares of Class A common stock acquired by the lock-up party in this offering or in open market transactions after the closing date of this offering; (viii)if the lock-up party is a corporation, partnership, limited liability company, trust, or other business entity, (A) transfers to another corporation, partnership, limited liability company, trust, or other business entity that is an affiliate (as defined in Rule 405 promulgated under the Securities Act) of the lock-up party, or to any investment fund or other entity controlling, controlled by, managing, or managed by or under common control with the lock-up party or affiliates of the lock-up party (including, for the avoidance of doubt, where the lock-up party is a partnership, to its general partner or a successor partnership or fund, or any other funds managed by such partnership), or (B) transfers as part of a distribution to members, partners, shareholders, or other equity-holders of the lock-up party; (ix)transfers by operation of law, such as pursuant to a qualified domestic order, divorce settlement, divorce decree, separation agreement or other court order; (x)transfers to us from a service provider of the Company upon death, disability or termination of services, in each case, of such service provider; (xi)transfers to us in connection with the vesting, exercise, or settlement of options, warrants, RSUs, or other rights to purchase shares of our Class A common stock, Class B common stock, or Class N common stock (including, in each case, by way of “net” or “cashless” exercise), including for the payment of exercise price and tax and remittance payments due as a result of the vesting, exercise, or settlement of such options, warrants, RSUs, or rights, provided that any shares of Class A common stock, Class B common stock, or Class N common stock received upon such vesting, exercise, or settlement shall remain subject to the restrictions set forth above, and provided further that any such options, warrants, RSUs, or rights are held by the lock-up party pursuant to (A) an agreement or (B) equity awards granted under an equity incentive plan, stock purchase plan, or other equity award plan described in this prospectus; (xii)transfers in connection with the sale or other transfer of the lock-up party’s shares of Class A common stock to satisfy any tax obligations or payments due as a result of (A) the exercise of stock options, if such options expire or the post-termination exercise period applicable to such options expire during the Lock-Up Period or (B) the settlement of RSUs (other than RSUs that vest in connection with or upon completion of this offering) pursuant to awards granted under an equity incentive plan, stock purchase plan, or other equity award plan described in this prospectus, provided that, in each case, any remaining shares of Class A common stock or Class B common stock received upon such exercise or settlement shall remain subject to the restrictions set forth above; (xiii)the conversion of our outstanding Class B common stock, Class N common stock, or preferred stock into shares of our Class A common stock or Class B common stock, as applicable, provided that any such shares of Class A common stock or Class B common stock received upon such conversion shall be subject to the restrictions set forth above; or (xiv)transfers pursuant to a bona fide third-party tender offer, merger, consolidation, or other similar transaction that is approved by our board of directors and made to all holders of our capital stock involving a change of control of the company; provided that in the event that such tender offer, merger, consolidation, or other similar transaction is not completed, the lock-up party’s securities shall remain subject to the restrictions set forth above; provided that (A) in the case of any transfer, distribution or other disposition pursuant to clauses (a)(ii), (iii), (iv), (v), (vi), (viii), and (ix), such transfer shall not involve a disposition for value and such securities shall remain subject to the restrictions set forth above; (B) in the case of any transfer, distribution, or other disposition pursuant to
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clauses (a)(vii) and (viii), no filing by any party under the Exchange Act or other public announcement shall be required or will be made voluntarily in connection with such transfer, disposition, or distribution (other than a filing on a Form 5 or pursuant to Section 13 of the Exchange Act); and (C) in the case of any transfer or distribution pursuant to clauses (a)(ii), (iii), (iv), (v), (vi), (ix), (x), (xi), and (xii), that no public filing, report, or announcement will be voluntarily made, and if any filing under Section 16(a) of the Exchange Act, or other public filing, report, or announcement reporting a reduction in beneficial ownership of shares of Class A common stock in connection with the transfer or distribution is legally required during the Lock-up Period, such filing, report, or announcement must clearly indicate in the footnotes thereto the nature and conditions of the transfer. The restrictions on issuances by us during the Lock-up Period are subject to certain exceptions, including with respect to: (i)the sale of our Class A common stock to the underwriters pursuant to the underwriting agreement; (ii)the issuance of shares of common stock upon the exercise of an option or warrant or the conversion of a security outstanding as of the date of this prospectus or the settlement of RSUs; (iii)grants of stock options, stock awards, restricted stock, RSUs, or other equity awards and the issuance of shares of common stock or securities convertible into or exercisable for common stock (whether upon the exercise of stock options or otherwise) to employees, officers, directors, advisors or consultants of the Company pursuant to the terms of an equity incentive plan or employee benefit plan in effect as of the closing of this offering and described herein, provided that all recipients of any such grants, stock awards, restricted stock, RSUs, or other equity awards shall execute and deliver to the underwriters a lock-up agreement covering the remainder of the Lock-up Period to the extent the securities held by such person are not otherwise bound by a market standoff agreement that is at least as restrictive as the terms described herein; (iv)facilitating the establishment of a trading plan on behalf of a stockholder, officer, or director pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of Class A common stock, provided that (A) such plan does not provide for the transfer of Class A common stock during the Lock-up Period (except as otherwise permitted under the lock-up agreement) and (B) to the extent a public announcement or filing under the Exchange Act, if any, is required of or voluntarily made by us regarding the establishment of such plan, such announcement or filing shall include a statement to the effect that no transfer of shares of Class A common stock may be made under such plan during the Lock-up Period (except as otherwise permitted under the lock-up agreement); (v)the sale or issuance of or entry into an agreement to sell or issue Class A common stock or any securities convertible into or exercisable or exchangeable for Class A common stock in connection with one or more mergers, acquisitions of securities, businesses, property or other assets, products or technologies, joint ventures, commercial relationships, or other strategic corporate transactions or alliances; provided that the aggregate amount of Class A common stock or any securities convertible into or exercisable or exchangeable for Class A common stock (on an as-converted, as-exercised, or as-exchanged basis) that we may sell or issue or agree to sell or issue pursuant to this clause (v) shall not exceed % of the total number of shares of our Class A common stock issued and outstanding immediately following the completion of this offering, and provided, further, that each recipient of such securities enter into a lock- up agreement with the underwriters covering the remainder of the Lock-up Period to the extent the securities held by such person are not otherwise bound by a market standoff agreement that is at least as restrictive as the terms described herein; (vi)the sale or issuance of warrants to purchase shares of our Class N common stock in connection with commercial transactions, provided, that the recipient of such securities enter into a lock-up agreement with the underwriters covering the remainder of the Lock-up Period;
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(vii)the issuance of shares of Class A common stock upon the conversion of shares of our Class B common stock or Class N common stock; or (viii)the filing of one or more registration statements on Form S-8 for the registration of shares of Class A common stock issued pursuant to our equity incentive and employee benefit plans disclosed in this prospectus. In order to facilitate the offering of our Class A common stock, the underwriters may engage in transactions that stabilize, maintain, or otherwise affect the price of our Class A common stock. Specifically, the underwriters may sell more shares than they are obligated to purchase under the underwriting agreement, creating a short position. A short sale is covered if the short position is no greater than the number of shares available for purchase by the underwriters under the option to purchase additional shares. The underwriters can close out a covered short sale by exercising the option to purchase additional shares or purchasing shares in the open market. In determining the source of shares to close out a covered short sale, the underwriters will consider, among other things, the open market price of shares compared to the price available under the option to purchase additional shares. The underwriters may also sell shares in excess of the option to purchase additional shares, creating a naked short position. The underwriters must close out any naked short position by purchasing shares in the open market. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of our Class A common stock in the open market after pricing that could adversely affect investors who purchase in this offering. As an additional means of facilitating this offering, the underwriters may bid for, and purchase, shares of Class A common stock in the open market to stabilize the price of our Class A common stock. These activities may raise or maintain the market price of our Class A common stock above independent market levels or prevent or retard a decline in the market price of our Class A common stock. The underwriters are not required to engage in these activities and may end any of these activities at any time. We and the underwriters will agree to indemnify each other against certain liabilities, including liabilities under the Securities Act. A prospectus in electronic format may be made available on websites maintained by one or more underwriters, or selling group members, if any, participating in this offering. The representatives may agree to allocate a number of shares of Class A common stock to underwriters for sale to their online brokerage account holders. Internet distributions will be allocated by the representatives to underwriters that may make Internet distributions on the same basis as other allocations. Other Relationships The underwriters and their respective affiliates are full service financial institutions engaged in various activities, which may include securities trading, commercial and investment banking, financial advisory, investment management, investment research, principal investment, hedging, financing, and brokerage activities. Certain of the underwriters and their respective affiliates have, from time to time, performed, and may in the future perform, various financial advisory and investment banking services for us, for which they received or will receive customary fees and expenses. For example, Morgan Stanley & Co. LLC, Citigroup Global Markets Inc., Barclays Capital Inc., UBS Securities LLC, Mizuho Securities USA LLC, and TD Securities (USA) LLC, underwriters in this offering, and/or their affiliates, are lenders under the Revolving Credit Facility. We have also granted certain of the underwriters a right of first refusal to participate as book-running lead managing underwriters, book-running lead arrangers, or exclusive placement agents in connection with any “underwritten” Rule 144A offering, underwritten public offering or other equity financing by us through September
In the ordinary course of their various business activities, the underwriters and their respective affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers and may at any time hold long and short positions in such securities and instruments. Such investment
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and securities activities may involve our securities and instruments. The underwriters and their respective affiliates may also make investment recommendations or publish or express independent research views in respect of such securities or instruments and may at any time hold, or recommend to clients that they acquire, long or short positions in such securities and instruments. Directed Share Program At our request, the underwriters have reserved up to % of the shares of Class A common stock offered by this prospectus for sale at the initial public offering price through a directed share program to certain persons identified by our management and certain long-tenured employees, which may include parties with whom we have a business relationship and friends and family of management and such employees. If purchased by these persons, these shares will not be subject to a lock-up restriction, except to the extent that the purchasers of such shares are otherwise subject to lock-up agreements as a result of their relationships with us. The number of shares of Class A common stock available for sale to the general public will be reduced by the number of reserved shares sold to these persons. Any reserved shares not purchased by these persons will be offered by the underwriters to the general public on the same basis as the other shares of Class A common stock offered by this prospectus. Other than the underwriting discount described on the front cover of this prospectus, the underwriters will not be entitled to any commission with respect to shares of Class A common stock sold pursuant to the directed share program. We will agree to indemnify the underwriters against certain liabilities and expenses, including liabilities under the Securities Act, in connection with sales of the shares reserved for the directed share program. Morgan Stanley & Co. LLC will administer our directed share program. Pricing of the Offering Prior to this offering, there has been no public market for our Class A common stock. The initial public offering price will be determined by negotiations between us and the representatives. Among the factors considered in determining the initial public offering price will be our future prospects and those of our industry in general, our sales, earnings and certain other financial and operating information in recent periods, and the price-earnings ratios, price-sales ratios, market prices of securities, and certain financial and operating information of companies engaged in activities similar to ours. Neither we nor the underwriters can assure investors that an active trading market will develop for shares of our Class A common stock, or that the shares will trade in the public market at or above the initial public offering price. Selling Restrictions European Economic Area In relation to each Member State of the European Economic Area (each a “Relevant State”), no shares of our Class A common stock have been offered or will be offered pursuant to the offering to the public in that Relevant State prior to the publication of a prospectus in relation to the shares of our Class A common stock which has been approved by the competent authority in that Relevant State or, where appropriate, approved in another Relevant State and notified to the competent authority in that Relevant State, all in accordance with the Prospectus Regulation, except that offers of shares of our Class A common stock may be made to the public in that Relevant State at any time under the following exemptions under the Prospectus Regulation: (a)to any legal entity which is a qualified investor as defined under Article 2 of the Prospectus Regulation; (b)to fewer than 150 natural or legal persons (other than qualified investors as defined under Article 2 of the Prospectus Regulation), subject to obtaining the prior consent of the representatives for any such offer; or (c)in any other circumstances falling within Article 1(4) of the Prospectus Regulation, provided that no such offer of shares of our Class A common stock shall require us or any underwriter to publish a prospectus pursuant to Article 3 of the Prospectus Regulation or supplement a prospectus pursuant to Article 23 of
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the Prospectus Regulation, and each person who initially acquires any shares of our Class A common stock or to whom any offer is made will be deemed to have represented, acknowledged and agreed to and with each of the underwriters and the Company that it is a “qualified investor” within the meaning of Article 2(e) of the Prospectus Regulation. In the case of any shares of our Class A common stock being offered to a financial intermediary as that term is used in Article 5 of the Prospectus Regulation, each such financial intermediary will be deemed to have represented, acknowledged and agreed that the shares of our Class A common stock acquired by it in the offer have not been acquired on a non-discretionary basis on behalf of, nor have they been acquired with a view to their offer or resale to, persons in circumstances which may give rise to an offer of any shares of our Class A common stock to the public other than their offer or resale in a Relevant State to qualified investors as so defined or in circumstances in which the prior consent of the representatives has been obtained to each such proposed offer or resale. For the purposes of this provision, the expression an “offer to the public” in relation to shares of our Class A common stock in any Relevant State means the communication in any form and by any means of sufficient information on the terms of the offer and any shares of our Class A common stock to be offered so as to enable an investor to decide to purchase or subscribe for any shares of our Class A common stock, and the expression “Prospectus Regulation” means Regulation (EU) 2017/1129 (as amended). United Kingdom No shares have been offered or will be offered pursuant to the offering to the public in the United Kingdom except that the shares may be offered to the public in the United Kingdom at any time: (a)where (i) the offer is conditional on the admission of the shares to trading on the London Stock Exchange plc’s main market (in reliance on the exception in paragraph 6(a) of Schedule 1 of the POATR) or (ii) the shares being offered are at the time of the offer already admitted to trading on London Stock Exchange plc’s main market (in reliance on the exception in paragraph 6(b) of Schedule 1 of the POATR); (b)to any “qualified investor” as defined in paragraph 15 of Schedule 1 of the POATR; (c)to fewer than 150 persons (other than qualified investors as defined in paragraph 15 of Schedule 1 of the POATR), subject to obtaining the prior consent of the representatives for any such offer; or (d)in any other circumstances falling within Part 1 of Schedule 1 of the POATR. For the purposes of this provision, the expression an “offer to the public” in relation to the shares in the United Kingdom means the communication to any person which presents sufficient information on: (a) the shares to be offered; and (b) the terms on which they are to be offered, to enable an investor to decide to buy or subscribe for the shares and the expression “POATR” means the Public Offers and Admissions to Trading Regulations 2024. This prospectus is only being distributed to and is only directed at: (A) persons who are outside the United Kingdom, or (B) qualified investors who are also (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”), or (ii) high-net-worth companies, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). The shares are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire the shares will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this prospectus or any of its contents. Hong Kong The contents of this document have not been reviewed by any regulatory authority in Hong Kong. You are advised to exercise caution in relation to the offer. If you are in any doubt about any of the contents of this
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document, you should obtain independent professional advice. Shares of our Class A common stock have not been offered or sold and may not be offered or sold by means of any document other than (i) in circumstances which do not constitute an offer to the public within the meaning of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32, Laws of Hong Kong), (ii) to “professional investors” as defined in the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and any rules made thereunder, or (iii) in other circumstances which do not result in the document being a “prospectus” within the meaning of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32, Laws of Hong Kong). No advertisement, invitation, or document relating to shares of our Class A common stock has been or may be issued or has been or may be in the possession of any person for the purpose of issue (in each case whether in Hong Kong or elsewhere), which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the laws of Hong Kong) other than with respect to shares of our Class A common stock that are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” as defined in the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and any rules made thereunder. Japan No registration pursuant to Article 4, paragraph 1 of the Financial Instruments and Exchange Law of Japan (Law No. 25 of 1948, as amended) (the “FIEL”) has been made or will be made with respect to the solicitation of the application for the acquisition of the shares of Class A common stock. Accordingly, the shares of Class A common stock have not been, directly or indirectly, offered or sold and will not be, directly or indirectly, offered or sold in Japan or to, or for the benefit of, any resident of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organized under the laws of Japan) or to others for re-offering or re-sale, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan except pursuant to an exemption from the registration requirements, and otherwise in compliance with, the FIEL and the other applicable laws and regulations of Japan. For Qualified Institutional Investors (“QII”) Please note that the solicitation for newly issued or secondary securities (each as described in Paragraph 2, Article 4 of the FIEL) in relation to the shares of Class A common stock constitutes either a “QII only private placement” or a “QII only secondary distribution” (each as described in Paragraph 1, Article 23-13 of the FIEL). Disclosure regarding any such solicitation, as is otherwise prescribed in Paragraph 1, Article 4 of the FIEL, has not been made in relation to the shares of Class A common stock. The shares of Class A common stock may only be transferred to QIIs. For Non-QII Investors Please note that the solicitation for newly issued or secondary securities (each as described in Paragraph 2, Article 4 of the FIEL) in relation to the shares of Class A common stock constitutes either a “small number private placement” or a “small number private secondary distribution” (each as is described in Paragraph 4, Article 23-13 of the FIEL). Disclosure regarding any such solicitation, as is otherwise prescribed in Paragraph 1, Article 4 of the FIEL, has not been made in relation to the shares of Class A common stock. The shares of Class A common stock may only be transferred en bloc without subdivision to a single investor. Singapore This prospectus has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of shares of our Class A common stock may not be circulated or distributed, nor may the shares of our Class A common stock be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor pursuant to Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”), (ii) to a relevant person, or any person pursuant to Section 275(1A) of the SFA, and in accordance with the conditions specified in Section 275
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of the SFA, or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA. Where shares of our Class A common stock are subscribed or purchased under Section 275 by a relevant person which is: (a)a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or (b)a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of the trust is an individual who is an accredited investor, securities or securities-based derivatives contracts (each as defined in Section 2(1) of the SFA) of that corporation or the beneficiaries’ rights and interest in that trust shall not be transferable within six months after that corporation or that trust has acquired shares of our Class A common stock under Section 275 of the SFA except: (1)to an institutional investor or to a relevant person, or to any person pursuant to Section 275(1A), and in accordance with the conditions, specified in Section 275 of the SFA; (2)where no consideration is or will be given for the transfer; (3)where the transfer is by operation of law; (4)as specified in Section 276(7) of the SFA; or (5)as specified in Regulation 37A of the Securities and Futures (Offers of Investments) (Securities and Securities based Derivatives Contracts) Regulation 2018. Solely for purposes of the notification requirements under Section 309B(1)(c) of the SFA, we have determined, and hereby notify all relevant persons, that the shares are “prescribed capital markets products” (as defined in the Securities and Futures (Capital Markets Products) Regulations 2018) and Excluded Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products). Dubai International Financial Centre This prospectus relates to an Exempt Offer in accordance with the Offered Securities Rules of the Dubai Financial Services Authority (the “DFSA”). This prospectus is intended for distribution only to persons of a type specified in the Offered Securities Rules of the DFSA. It must not be delivered to, or relied on by, any other person. The DFSA has no responsibility for reviewing or verifying any documents in connection with Exempt Offers. The DFSA has not approved this prospectus nor taken steps to verify the information set forth herein and has no responsibility for the prospectus. The shares of our Class A common stock to which this prospectus relates may be illiquid and/or subject to restrictions on their resale. Prospective purchasers of the shares offered should conduct their own due diligence on the shares. If you do not understand the contents of this prospectus, you should consult an authorized financial advisor. Canada Shares of our Class A common stock may be sold only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations.
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Any resale of the shares of Class A common stock must be made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable securities laws. Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if this prospectus (including any amendment thereto) contains a misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser’s province or territory. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province or territory for particulars of these rights or consult with a legal advisor. Pursuant to section 3A.3 (or, in the case of securities issued or guaranteed by the government of a non-Canadian jurisdiction, section 3A.4) of National Instrument 33-105 Underwriting Conflicts (NI 33-105), the underwriters are not required to comply with the disclosure requirements of NI 33-105 regarding underwriter conflicts of interest in connection with this offering. Brazil The offer and sale of our shares of Class A common stock has not been, and will not be, registered with the Brazilian Securities Commission, Comissão de Valores Mobiliários (“CVM”), and, therefore, will not be carried out by any means that would constitute a public offering in Brazil under CVM Resolution No. 160, dated July 13, 2022, as amended (“CVM Resolution 160”) or unauthorized distribution under Brazilian laws and regulations. The shares of our Class A common stock will be authorized for trading on organized non-Brazilian securities markets and may only be offered to Brazilian Professional Investors (as defined by applicable CVM regulation), who may only acquire our shares of Class A common stock through a non-Brazilian account, with settlement outside Brazil in non- Brazilian currency. The trading of these securities on regulated securities markets in Brazil is prohibited. Switzerland Shares of our Class A common stock may not be publicly offered in Switzerland and will not be listed on the SIX Swiss Exchange (“SIX”), or on any other stock exchange or regulated trading facility in Switzerland. This document does not constitute a prospectus within the meaning of, and has been prepared without regard to the disclosure standards for issuance prospectuses under art. 652a or art. 1156 of the Swiss Code of Obligations or the disclosure standards for listing prospectuses under art. 27 ff. of the SIX Listing Rules or the listing rules of any other stock exchange or regulated trading facility in Switzerland. Neither this document nor any other offering or marketing material relating to the shares of our Class A common stock or the offering may be publicly distributed or otherwise made publicly available in Switzerland. Neither this document nor any other offering or marketing material relating to the offering, us or the shares of our Class A common stock have been or will be filed with or approved by any Swiss regulatory authority. In particular, this document will not be filed with, and the offer of our Class A common stock will not be supervised by, the Swiss Financial Market Supervisory Authority, and the offer of Class A common stock has not been and will not be authorized under the Swiss Federal Act on Collective Investment Schemes (“CISA”). The investor protection afforded to acquirers of interests in collective investment schemes under the CISA does not extend to acquirers of the shares of our Class A common stock. Australia No placement document, prospectus, product disclosure statement, or other disclosure document has been lodged with the Australian Securities and Investments Commission in relation to this offering. This prospectus does not constitute a prospectus, product disclosure statement, or other disclosure document under the Corporations Act 2001 (the “Corporations Act”) and does not purport to include the information required for a prospectus, product disclosure document statement, or other disclosure document under the Corporations Act.
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Any offer in Australia of our Class A common stock may only be made to persons (“Exempt Investors”) who are “sophisticated investors” (within the meaning of section 708(8) of the Corporations Act), “professional investors” (within the meaning of section 708(11) of the Corporations Act), or otherwise pursuant to one or more exemptions contained in section 708 of the Corporations Act so that it is lawful to offer our Class A common stock without disclosure to investors under Chapter 6D of the Corporations Act. The Class A common stock applied for by Exempt Investors in Australia must not be offered for sale in Australia in the period of 12 months after the date of allotment under the offering, except in circumstances where disclosure to investors under Chapter 6D of the Corporations Act would not be required pursuant to an exemption under section 708 of the Corporations Act or otherwise or where the offer is pursuant to a disclosure document which complies with Chapter 6D of the Corporations Act. Any person acquiring securities must observe such Australian on-sale restrictions. This prospectus contains general information only and does not take account of the investment objectives, financial situation, or particular needs of any particular person. It does not contain any securities recommendation or financial product advice. Before making an investment decision, investors need to consider whether the information in this prospectus is appropriate to their needs, objectives and circumstances, and, if necessary, seek expert advice on those matters. Israel In the State of Israel, this prospectus shall not be regarded as an offer to the public to purchase shares of Class A common stock under the Israeli Securities Law, 5728—1968, which requires a prospectus to be published and authorized by the Israel Securities Authority, if it complies with certain provisions of Section 15 of the Israeli Securities Law, 5728—1968, including, inter alia, if: (i) the offer is made, distributed or directed to not more than 35 investors, subject to certain conditions (the “Addressed Investors”), or (ii) the offer is made, distributed or directed to certain qualified investors defined in the First Addendum of the Israeli Securities Law, 5728—1968, subject to certain conditions (the “Qualified Investors”). The Qualified Investors shall not be taken into account in the count of the Addressed Investors and may be offered to purchase securities in addition to the 35 Addressed Investors. We have not and will not take any action that would require it to publish a prospectus in accordance with and subject to the Israeli Securities Law, 5728—1968. We have not and will not distribute this prospectus or make, distribute, or direct and offer to subscribe for our Class A common stock to any person within the State of Israel, other than to Qualified Investors and up to 35 Addressed Investors. Qualified Investors may have to submit written evidence that they meet the definitions set out in the First Addendum to the Israeli Securities Law, 5728—1968. In particular, we may request, as a condition to be offered Class A common stock, that Qualified Investors will each represent, warrant, and certify to us and/or to anyone acting on our behalf: (i) that it is an investor falling within one of the categories listed in the First Addendum to the Israeli Securities Law, 5728—1968; (ii) which of the categories listed in the First Addendum to the Israeli Securities Law, 5728—1968 regarding Qualified Investors is applicable to it; (iii) that it will abide by all provisions set forth in the Israeli Securities Law, 5728—1968 and the regulations promulgated thereunder in connection with the offer to be issued Class A common stock; (iv) that the shares of Class A common stock that it will be issued are, subject to exemptions available under the Israeli Securities Law, 5728—1968: (a) for its own account; (b) for investment purposes only; and (c) not issued with a view to resale within the State of Israel, other than in accordance with the provisions of the Israeli Securities Law, 5728—1968; and (v) that it is willing to provide further evidence of its Qualified Investor status. Addressed Investors may have to submit written evidence in respect of their identity and may have to sign and submit a declaration containing, inter alia, the Addressed Investor’s name, address, and passport number or Israeli identification number.
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LEGAL MATTERS The validity of the shares of Class A common stock offered hereby will be passed upon for us by Latham & Watkins LLP. Davis Polk & Wardwell LLP, Redwood City, California, is acting as counsel for the underwriters in connection with certain legal matters related to this offering.
CHANGE IN INDEPENDENT ACCOUNTANT On November 10, 2025, we dismissed BDO USA, P.C. (“BDO”) as our independent accountant and subsequently engaged KPMG LLP (“KPMG”) to audit our consolidated financial statements in accordance with the standards of the PCAOB and in accordance with auditing standards generally accepted in the United States of America as of and for the year ending December 31, 2025. We previously engaged BDO to audit our consolidated financial statements in accordance with the standards of the PCAOB and in accordance with auditing standards generally accepted in the United States as of and for the years ended December 31, 2023 and 2024. The decision to dismiss BDO and engage KPMG was approved by the audit committee of our board of directors. The reports of BDO on our consolidated financial statements as of and for the years ended December 31, 2023 and 2024 did not contain an adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainties, audit scope, or accounting principles. During the years ended December 31, 2023 and 2024, and through the period ended November 10, 2025, there were: •no “disagreements” (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions thereto) with BDO on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to its satisfaction, would have caused BDO to make reference in connection with its opinion to the subject matter of the disagreement. •no “reportable events” as such term is defined in Item 304(a)(1)(v) of Regulation S-K and the related instructions thereto other than the material weaknesses in the internal control over financial reporting relating to (i) inadequate or missing resources who possess an appropriate level of expertise to timely review account reconciliations and identify, select, and apply U.S. generally accepted accounting principles pertaining to several financial statement areas, including revenue recognition, inventory, and equity administration and (ii) the failure to maintain adequate IT general controls, including ineffective segregation of duties. We have provided BDO with a copy of the foregoing disclosures and have requested that BDO furnish us with a letter addressed to the SEC stating whether it agrees with the statements made by us as set forth above and, if not, stating the respects in which it does not agree. A copy of BDO’s letter, dated December 22, 2025, is filed as Exhibit 16.1 to this registration statement. During the years ended December 31, 2023 and 2024, and through the period ended November 10, 2025, neither we, nor anyone acting on our behalf, consulted with KPMG on matters that involved the application of accounting principles to a specified transaction, either completed or proposed, the type of audit opinion that might be rendered on our financial statements, or any other matter that was the subject of a disagreement as that term is used in Item 304 (a)(1)(iv) of Regulation S-K and the related instructions to Item 304 of Regulation S-K or a reportable event as that term is used in Item 304(a)(1)(v) and the related instructions to Item 304 of Regulation S-K.
EXPERTS The consolidated financial statements of Cerebras Systems Inc. as of December 31, 2025, and for the year then ended, have been included herein and in the registration statement in reliance upon the report of KPMG LLP, independent registered public accounting firm, appearing elsewhere herein, and upon the authority of said firm as experts in accounting and auditing.
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The consolidated financial statements of Cerebras Systems Inc. as of December 31, 2024, and for the year then ended included in this prospectus and in the registration statement, have been so included in reliance on the report of BDO USA, P.C., an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.
WHERE YOU CAN FIND ADDITIONAL INFORMATION We have filed with the SEC a registration statement on Form S-1, including exhibits and schedules, under the Securities Act, with respect to the shares of Class A common stock being offered by this prospectus. This prospectus, which constitutes part of the registration statement, does not contain all of the information in the registration statement and its exhibits. For further information with respect to us and our Class A common stock, we refer you to the registration statement and its exhibits. Statements contained in this prospectus as to the contents of any contract or any other document referred to are not necessarily complete, and in each instance, we refer you to the copy of the contract or other document filed as an exhibit to the registration statement. Each of these statements is qualified in all respects by this reference. You may read our SEC filings, including this registration statement, over the Internet at the SEC’s website at www.sec.gov. Upon the completion of this offering, we will be subject to the information reporting requirements of the Exchange Act and we will file reports, proxy statements, and other information with the SEC. These reports, proxy statements, and other information will be available for review at the SEC’s website referred to above. We also maintain a website at www.cerebras.ai, at which, following the completion of this offering, you may access these materials free of charge as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC. Information contained on, or that can be accessed through, our website does not constitute part of this prospectus or the registration statement of which it forms a part, and the inclusion of our website address in this prospectus is an inactive textual reference only.
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INDEX TO THE CONSOLIDATED FINANCIAL STATEMENTS
Consolidated Financial Statements for the Years Ended December 31, 2025 and 2024
Reports of Independent Registered Public Accounting Firms .......................................................................... ... F-2
Consolidated Balance Sheets ............................................................................................................................ ... F-4
Consolidated Statements of Operations ............................................................................................................ ... F-5
Consolidated Statements of Comprehensive Income (Loss) ............................................................................ ... F-6
Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Deficit .................. ... F-7
Consolidated Statements of Cash Flows ........................................................................................................... ... F-8
Notes to the Consolidated Financial Statements ............................................................................................... ... F-9
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Report of Independent Registered Public Accounting Firm Shareholders and Board of Directors Cerebras Systems Inc. Sunnyvale, California Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheet of Cerebras Systems Inc. (the “Company”) as of December 31, 2024, the related consolidated statements of operations, comprehensive income (loss), redeemable convertible preferred stock and stockholders’ deficit, and cash flows for the year ended December 31, 2024, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2024, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provides a reasonable basis for our opinion. /s/ BDO USA, P.C. We served as the Company’s auditor from 2020 to 2025. San Jose, California September 18, 2025
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Report of Independent Registered Public Accounting Firm To the Stockholders and Board of Directors Cerebras Systems Inc.: Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheet of Cerebras Systems Inc. and subsidiaries (the Company) as of December 31, 2025, the related consolidated statements of operations, comprehensive income (loss), redeemable convertible preferred stock and stockholders’ deficit, and cash flows for the year then ended, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025, and the results of its operations and its cash flows for the year then ended, in conformity with U.S. generally accepted accounting principles. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provides a reasonable basis for our opinion. /s/ KPMG LLP We have served as the Company’s auditor since 2025. Santa Clara, California March 31, 2026
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CEREBRAS SYSTEMS INC. CONSOLIDATED BALANCE SHEETS (in thousands, except per share and share amounts)
December 31, / December 31, / December 31,
2025 / 2024
ASSETS
Current assets:
Cash and cash equivalents ........................................................................................................... ... $701,706 / $220,208
Restricted cash ............................................................................................................................. ... 228,672 / 361,757
Investments .................................................................................................................................. ... 406,531 / 116,943
Accounts receivable, net .............................................................................................................. ... 50,423 / 137,436
Inventories ................................................................................................................................... ... 63,626 / 174,492
Prepaid expenses and other current assets ................................................................................... ... 92,688 / 19,643
Total current assets ............................................................................................................................ ... 1,543,646 / 1,030,479
Property and equipment, net ............................................................................................................. ... 437,396 / 43,174
Operating lease right-of-use assets .................................................................................................... ... 248,950 / 36,571
Other non-current assets .................................................................................................................... ... 96,045 / 2,514
Total assets ........................................................................................................................................ ... $2,326,037 / $1,112,738
LIABILITIES, REDEEMABLE CONVERTIBLE PREFERRED STOCK, AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable ......................................................................................................................... ... $48,630 / $25,630
Deferred revenue, current ............................................................................................................ ... 131,049 / 38,537
Customer deposits ....................................................................................................................... ... 354,460 / 640,317
Forward contract liability ............................................................................................................ ... — / 363,336
Accrued and other current liabilities ........................................................................................... ... 185,401 / 110,315
Total current liabilities ...................................................................................................................... ... 719,540 / 1,178,135
Operating lease liability, net of current portion ................................................................................ ... 215,957 / 27,370
Other non-current liabilities .............................................................................................................. ... 35,847 / 23,958
Total liabilities .................................................................................................................................. ... $971,344 / $1,229,463
Commitments and contingencies (Note 17)
Redeemable convertible preferred stock, $0.00001 par value per share: 113,258,719 shares and 105,750,455 shares authorized, at December 31, 2025 and 2024, respectively; 113,258,716 and 82,899,159 shares issued and outstanding as of December 31, 2025 and 2024, respectively ................................................................................................................................... ... $1,933,348 / $850,066
Stockholders’ deficit
Class A common stock, $0.00001 par value; 271,800,000 and 204,519,000 shares authorized at December 31, 2025 and 2024, respectively; 57,907,093 and 53,372,691 shares issued and outstanding as of December 31, 2025 and 2024, respectively ...................................................... ... 1 / 1
Class N common stock, $0.00001 par value; 37,100,000 and nil shares authorized at December 31, 2025 and 2024, respectively; nil shares issued and outstanding as of December 31, 2025 and 2024, respectively .................................................................................. ... — / —
Treasury stock, at cost, 889,890 and 300,138 shares as of December 31, 2025 and 2024, respectively ................................................................................................................................... ... (21,456) / (88)
Additional paid-in capital .................................................................................................................. ... 346,829 / 176,233
Accumulated other comprehensive income ...................................................................................... ... 1,301 / 220
Accumulated deficit .......................................................................................................................... ... (905,330) / (1,143,157)
Total stockholders’ deficit ................................................................................................................. ... (578,655) / (966,791)
Total liabilities, redeemable convertible preferred stock, and stockholders’ deficit ........................ ... $2,326,037 / $1,112,738
The accompanying notes are an integral part of these consolidated financial statements.
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CEREBRAS SYSTEMS INC. CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except per share data)
Years Ended December 31, / Years Ended December 31, / Years Ended December 31,
2025 / 2024
Revenue
Hardware ............................................................................................................... ... $358,440 / $211,965
Cloud and other services ....................................................................................... ... 151,551 / 78,287
Total revenue ............................................................................................................. ... 509,991 / 290,252
Cost of revenue
Hardware ............................................................................................................... ... 204,746 / 137,310
Cloud and other services ....................................................................................... ... 106,174 / 30,204
Total cost of revenue ................................................................................................. ... 310,920 / 167,514
Gross profit ................................................................................................................ ... 199,071 / 122,738
Operating expenses
Research and development ................................................................................... ... 243,319 / 158,234
Sales and marketing .............................................................................................. ... 70,645 / 20,980
General and administrative ................................................................................... ... 30,969 / 44,962
Total operating expenses ........................................................................................... ... 344,933 / 224,176
Loss from operations ................................................................................................. ... (145,862) / (101,438)
Other income (expense), net ...................................................................................... ... 390,746 / (378,237)
Income (loss) before income taxes ............................................................................ ... 244,884 / (479,675)
Income tax expense ............................................................................................... ... 7,057 / 1,927
Net income (loss) ....................................................................................................... ... 237,827 / (481,602)
Less: Net income attributable to participating securities ........................................... ... 149,952 / —
Less: Deemed dividend on issuance of Series F-1 redeemable convertible preferred stock ........................................................................................................ ... — / 3,182
Net income (loss) attributable to common shareholders ........................................... ... $87,875 / $(484,784)
Net income (loss) per share attributable to common shareholders
Basic ...................................................................................................................... ... $1.64 / $(9.90)
Diluted .................................................................................................................. ... $1.38 / $(9.90)
Weighted average shares used in per share computation: .........................................
Basic ...................................................................................................................... ... 53,616 / 48,972
Diluted .................................................................................................................. ... 171,821 / 48,972
The accompanying notes are an integral part of these consolidated financial statements.
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CEREBRAS SYSTEMS INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (in thousands)
Years Ended December 31, / Years Ended December 31, / Years Ended December 31,
2025 / 2024
Net income (loss) ....................................................................................................... ... $237,827 / $(481,602)
Change in foreign currency translation adjustments, net of tax ................................ ... (521) / (304)
Available-for-sale investments:
Change in net unrealized gain (loss) on debt securities, net of tax ....................... ... 1,602 / (579)
Comprehensive income (loss) ................................................................................... ... $238,908 / $(482,485)
The accompanying notes are an integral part of these consolidated financial statements.
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CEREBRAS SYSTEMS INC. CONSOLIDATED STATEMENTS OF REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ DEFICIT
Redeemable Convertible Preferred Stock
Redeemable Convertible Preferred Stock / Redeemable Convertible Preferred Stock / Common Stock / Common Stock / Common Stock / Additional Paid-in Capital / Treasury Stock / Treasury Stock / Treasury Stock / Accumulated Other Comprehensive Income (Loss) / Accumulated Deficit / Total Stockholders’ Deficit
(in thousands) .......................... Shares / Amount / Shares / Amount / Additional Paid-in Capital / Shares / Amount / Accumulated Other Comprehensive Income (Loss) / Accumulated Deficit / Total Stockholders’ Deficit
Balance as of December 31, 2023 .................................. ... 77,033 / $722,780 / 45,362 / $— / $101,578 / (300) / $(88) / $1,103 / $(661,555) / $(558,962)
Issuance of shares of Series F-1 redeemable convertible preferred stock, net of issuance costs ..... ... 5,798 / 84,898 / — / — / — / — / — / — / — / —
Settlement of Series F-1 redeemable convertible preferred stock forward contract liability .................. ... — / 37,928 / — / — / — / — / — / — / — / —
Deemed dividend on issuance of Series F-1 redeemable convertible preferred stock .................... ... — / 3,182 / — / — / (3,182) / — / — / — / — / (3,182)
Issuance of shares of Series E redeemable convertible preferred stock upon exercise of warrant .................. ... 68 / 1,278 / — / — / — / — / — / — / — / —
Shares issued upon exercise of stock options, net of repurchases of early exercised stock options ............ ... — / — / 8,011 / 1 / 17,667 / — / — / — / — / 17,668
Vesting of early exercised stock options ........................ ... — / — / — / — / 1,733 / — / — / — / — / 1,733
Stock-based compensation expense ............................... ... — / — / — / — / 57,525 / — / — / — / — / 57,525
Conversion of stock-based liability classified awards to stock-based equity classified awards .................... ... — / — / — / — / 912 / — / — / — / — / 912
Foreign currency translation adjustments, net of tax ..... ... — / — / — / — / — / — / — / (304) / — / (304)
Change in net unrealized loss on debt securities, net of tax .............................................................................. ... — / — / — / — / — / — / — / (579) / — / (579)
Net loss ........................................................................... ... — / — / — / — / — / — / — / — / (481,602) / (481,602)
Balance as of December 31, 2024 .................................. ... 82,899 / $850,066 / 53,373 / $1 / $176,233 / (300) / $(88) / $220 / $(1,143,157) / $(966,791)
Issuance of shares of Series G redeemable convertible preferred stock, net of issuance costs ........................ ... 30,360 / 1,083,282 / — / — / — / — / — / — / — / —
Customer warrants issued............................................... ... — / — / — / — / 152,353 / — / — / — / — / 152,353
Cancellation and settlement of stock options in connection with the Tender Offer ............................. ... — / — / — / — / (49,320) / — / — / — / — / (49,320)
Repurchase of common stock ........................................ ... — / — / — / — / — / (590) / (21,368) / — / — / (21,368)
Shares issued upon acceleration of RSUs vesting and exercise of stock options, net of repurchases and withholding taxes ...................................................... ... — / — / 4,623 / — / 17,169 / — / — / — / — / 17,169
Tax withheld related to RSU settlement ........................ ... — / — / (89) / — / (2,950) / — / — / — / — / (2,950)
Vesting of early exercised stock options ........................ ... — / — / — / — / 3,449 / — / — / — / — / 3,449
Stock-based compensation expense ............................... ... — / — / — / — / 48,857 / — / — / — / — / 48,857
Conversion of stock-based liability classified awards to stock-based equity classified awards .................... ... — / — / — / — / 1,038 / — / — / — / — / 1,038
Foreign currency translation adjustments, net of tax ..... ... — / — / — / — / — / — / — / (521) / — / (521)
Change in net unrealized loss on debt securities, net of tax .............................................................................. ... — / — / — / — / — / — / — / 1,602 / — / 1,602
Net income ..................................................................... ... — / — / — / — / — / — / — / — / 237,827 / 237,827
Balance as of December 31, 2025 .................................. ... 113,259 / $1,933,348 / 57,907 / $1 / 346,829 / $(890) / $(21,456) / $1,301 / $(905,330) / $(578,655)
The accompanying notes are an integral part of these consolidated financial statements.
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CEREBRAS SYSTEMS INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands)
Years Ended December 31, / Years Ended December 31, / Years Ended December 31,
2025 / 2024
Cash flows from operating activities:
Net income (loss) .................................................................................................................................. ... $237,827 / $(481,602)
Adjustments to reconcile net income (loss) to net cash flows provided by (used in) operating activities:
Depreciation and amortization ................................................................................................. ... 34,454 / 11,537
Stock-based compensation ....................................................................................................... ... 49,767 / 58,564
Non-cash lease expense ............................................................................................................ ... 22,673 / 7,607
Provision for product warranties .............................................................................................. ... 20,969 / 12,525
Change in fair value (extinguishment) of forward contract liability ........................................ ... (363,336) / 401,264
Other ......................................................................................................................................... ... 3,235 / (1,388)
Changes in operating assets and liabilities:
Accounts receivable ............................................................................................................ ... 87,012 / (130,672)
Inventories .......................................................................................................................... ... 63,307 / (144,969)
Prepaid expenses and other assets ...................................................................................... ... (13,867) / (17,051)
Accounts payable ................................................................................................................ ... 21,151 / 9,010
Deferred revenue ................................................................................................................ ... 109,474 / 38,196
Customer deposits .............................................................................................................. ... (285,857) / 640,317
Other liabilities ................................................................................................................... ... 3,141 / 48,640
Net cash flows provided by (used in) operating activities .................................................................... ... (10,050) / 451,978
Cash flows from investing activities:
Purchases of property and equipment ............................................................................................. ... (382,739) / (23,435)
Purchases of investments ................................................................................................................ ... (525,414) / (302,898)
Maturities and sales of investments ................................................................................................ ... 240,577 / 309,548
Net cash flows used in investing activities ........................................................................................... ... (667,576) / (16,785)
Cash flows from financing activities:
Proceeds from sale of shares of redeemable convertible preferred stock ....................................... ... 1,100,000 / 85,000
Costs incurred in connection with the sale of shares of redeemable convertible preferred stock .. ... (16,718) / (102)
Proceeds from exercise of stock options ........................................................................................ ... 17,299 / 27,752
Repurchases of early exercised stock options ................................................................................ ... (28) / (28)
Cancellation and settlement of stock options in connection with the Tender Offer ....................... ... (49,320) / —
Repurchase of common stock ......................................................................................................... ... (21,368) / —
Tax withheld related to RSU settlement ......................................................................................... ... (2,950) / —
Payments of deferred offering costs ............................................................................................... ... (355) / (326)
Net cash flows provided by financing activities ................................................................................... ... 1,026,560 / 112,296
Effect of exchange rate on cash .................................................................................................................. ... (521) / (304)
Increase in cash, cash equivalents, and restricted cash ............................................................................... ... 348,413 / 547,185
Cash, cash equivalents, and restricted cash beginning of period ................................................................ ... 581,965 / 34,780
Cash, cash equivalents, and restricted cash end of period .......................................................................... ... $930,378 / $581,965
Supplemental disclosures of cash flow information:
Income taxes paid ................................................................................................................................. ... $1,699 / $258
Non-cash investing and financing activities:
Transfer to property and equipment out of inventories ........................................................................ ... $67,303 / $18,452
Transfer of property and equipment into inventories ........................................................................... ... $26,534 / $2,456
Purchases of property and equipment included in accounts payable and accrued and other current liabilities ........................................................................................................................................... ... 9,453 / $4,286
Vesting of early exercised options ....................................................................................................... ... $3,449 / $1,733
Right-of-use assets obtained in exchange for lease obligations ........................................................... ... $235,053 / $43,659
Unpaid deferred financing costs included in accrued and other current liabilities .............................. ... $536 / $337
Settlement of Series F-1 redeemable convertible preferred stock forward contract liability ............... ... $— / $37,928
Deemed dividend upon issuance of Series F-1 redeemable convertible preferred stock ..................... ... $— / $3,182
The accompanying notes are an integral part of these consolidated financial statements.
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Table o f Contents NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Note 1 – Nature of Operations Cerebras Systems Inc. (the “Company” or “Cerebras”) was incorporated in Delaware in April 2016. Cerebras is an artificial intelligence (“AI”) infrastructure company that designs and manufactures an AI compute platform comprised of proprietary systems and software that is delivered in standard racks for deployment in our, and our customers, data centers up to supercomputer scale. The Company’s pioneering Wafer-Scale Engine (“WSE”), a chip encompassing an entire silicon wafer, was specifically designed to enable higher performance and speeds than GPUs for the computational demands of inference, Generative AI (“GenAI”), and other AI applications. Since its inception, Cerebras has dedicated resources to research and development activities that support its current projects and future development efforts. The Company is headquartered in Sunnyvale, California.
Note 2 – Basis of Presentation These consolidated financial statements are presented in U.S. dollars and have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”). The consolidated financial statements include the accounts and operations of the Company and its wholly owned subsidiaries. Assets and liabilities of non-U.S. subsidiaries that operate in a local currency environment, where that local currency is the functional currency, are translated to U.S. dollars at exchange rates in effect at the balance sheet date, with the resulting translation adjustments directly recorded in accumulated other comprehensive income (loss). Income and expense accounts are translated at average exchange rates during the year. Remeasurement adjustments are recorded in other income (loss), net. All intercompany accounts and transactions have been eliminated upon consolidation. Certain amounts reported in the prior year financial statements have been reclassified to conform to the current year presentation. These changes in presentation do not affect previously reported results. Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Areas of significant estimates include, but are not limited to, revenue recognition, including the determination of the standalone selling price (“SSP”) of performance obligations, useful life of property, plant and equipment, product warranty accruals, impairment of long-lived assets, the market value of and demand for inventory, valuation allowance on deferred income tax assets, the fair value of common stock and other assumptions used to measure stock-based compensation and the valuation of forward contract liability and warrants. The Company bases its estimates on historical experience, known trends, and other market-specific or other relevant factors that it believes to be reasonable under the circumstances. Actual results could significantly differ from those estimates. On an ongoing basis, management evaluates its estimates when there are changes in circumstances, facts, and experience. Changes in estimates are recorded prospectively in the period in which they become known.
Note 3 – Recent Accounting Pronouncements Recently Adopted Accounting Pronouncements In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”). The guidance requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. The Company adopted ASU 2023‑09 on a prospective basis during the year ended December 31, 2025. The adoption did not have a material impact on the Company’s consolidated financial statements or related disclosures. Refer to Note 15 – Income Taxes for further discussion. In May 2025, the FASB issued ASU No. 2025-04, Compensation—Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606): Clarifications to Share-Based Consideration Payable to a
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Table o f Contents NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Customer (“ASU 2025-04”). ASU 2025-04 reduces diversity in practice and improves the decision usefulness and operability of the guidance for share-based consideration payable to a customer in conjunction with selling goods or services. The ASU is effective for annual reporting periods beginning after December 15, 2026 with updates to be applied on a retrospective or modified retrospective basis. Early adoption is permitted. The Company early adopted ASU 2025-04 for the annual period beginning in fiscal year 2025 on a prospective basis, applying the standard to awards granted after the adoption date. The adoption of ASU 2025-04 did not have a material impact on the Company’s consolidated financial statements. Recent Accounting Pronouncements Not Yet Adopted In November 2024, the FASB issued ASU No. 2024-03, Income Statement—Reporting Comprehensive Income —Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”). The guidance requires disaggregated information about certain income statement expense line items on an annual and interim basis. This guidance will be effective for annual periods beginning with the year ending December 31, 2027 and for interim periods thereafter. The new standard permits early adoption and can be applied prospectively or retrospectively. The Company is evaluating the effect that this guidance will have on its consolidated financial statements and related disclosures. In September 2025, the FASB issued ASU No. 2025-06, Intangibles: Goodwill and Other‒Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software (“ASU 2025-06”). The guidance modernizes the accounting for software costs and enhances the transparency about an entity’s software costs. The guidance will be effective for the annual periods beginning with the year ending December 31, 2027 and for interim periods beginning January 1, 2028. Early adoption is permitted. Upon adoption, the guidance can be applied prospectively, retrospectively, or under a modified transition approach. The Company is evaluating the effect that this guidance will have on its consolidated financial statements and related disclosures and does not expect the adoption of this guidance to have a material impact on its consolidated financial statements.
Note 4 – Significant Accounting Policies Revenue Recognition The Company recognizes revenue in accordance with Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers, which provides a five-step framework through which revenue is recognized when control of promised goods or services is transferred to a customer at an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. To determine revenue recognition for arrangements that the Company concludes are within the scope of ASC 606, management performs the following five steps: (i) identifies the contract(s) with a customer; (ii) identifies the performance obligations in the contract(s); (iii) determines the transaction price, including whether there are any constraints on variable consideration; (iv) allocates the transaction price to the performance obligations; and (v) recognizes revenue when (or as) the Company satisfies a performance obligation. Revenue is recognized when control of the promised goods or services, through performance obligations by the Company, is transferred to the customer in an amount that reflects the consideration it expects to be entitled to in exchange for the performance obligations. The Company combines and accounts for multiple contracts as a single contract when they are negotiated together with the same customer at or near the same time in order to achieve a single commercial objective. Transaction price may be comprised of fixed consideration, variable consideration, significant financing component, non-cash consideration, and consideration payable to a customer. The Company’s contracts are typically for fixed consideration. Contracts may also include variable consideration such as incentives, credits, price protection and other incentive programs. Variable consideration is estimated at contract inception and updated each reporting period and is included in the transaction price only to the extent it is probable that a significant reversal of cumulative revenue will not occur.
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Table o f Contents NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
The Company uses judgment to determine whether a contract includes a significant financing component. Such contracts generally arise when a customer makes an upfront payment and the period between receipt of payment and the transfer of the promised services exceeds one year. Contracts determined to include a significant financing component are discounted using the Company’s incremental borrowing rate. In these cases, the Company records a contract liability and recognizes interest expense over the period between receipt of the advance payment and transfer of the promised services. As the Company satisfies its performance obligations and recognizes revenue under these contracts, the related contract liability is reduced. Amounts payable to a customer is accounted for as a reduction of the transaction price unless the payment is in exchange for a distinct good or service received from the customer. Non-cash consideration, including equity- classified instruments issued to a customer, is measured at fair value at issuance and is included in the transaction price. For equity classified instruments that are fully vested upon issuance, the associated fair value is included as customer warrants and recognized as a reduction of revenue as the related goods or services are transferred to the customer. For instruments subject to vesting conditions, the grant-date fair value of each tranche is included in the transaction price when management determines that the tranche is probable of vesting, and is recognized as a reduction of revenue as the related goods or services are transferred to the customer in proportion to the revenue recognized. For all contracts with customers that have more than one performance obligation, the Company allocates the transaction price to each separate performance obligation based on the relative SSP of each performance obligation. Certain contracts include options that allow customers to acquire additional goods or services at prices below the expected standalone selling price. These options provide a material right to the customer and are accounted for as separate performance obligations. The best evidence of an SSP, if available, is the observable price charged in similar circumstances and to similar customers. If an SSP is not directly observable, the Company estimates SSP using various observable inputs including historical internal pricing data, cost-plus expected margin analysis, market conditions and information about the size and/or purchase volume of the customer, due to the limited standalone sales history. The Company generates revenue primarily from the sale of on-premise and cloud solutions in the form of AI Systems, cloud capacity offerings, and support services, including custom AI modeling services. Hardware Sales Revenue and Installation, Integration, and Acceptance Testing Hardware revenue primarily consists of sales of the Company’s AI systems and other equipment. Revenue from the sale of AI systems is recognized upon transfer of control of promised goods to customers at a point in time. Revenue is recorded net of customer incentives and any taxes collected from customers. Generally, control of the goods transfers to the customer upon shipment, or delivery, depending on shipping terms, in the absence of installation, integration, and acceptance testing requirements. In certain cases, the Company may be contracted to install the hardware at the customer’s facility, and subsequent to installation, the Company may provide further integration services and conduct acceptance testing. When installation, integration, and acceptance testing is bundled with the hardware, control of the goods is transferred upon meeting the contractual acceptance provisions. Transaction price allocated to installation and integration services is recognized at a point in time upon completion of services, which generally coincides with the timing of customer acceptance and recognition of revenue for the AI system. Revenue for installation and integration services is included in Cloud and other services revenue on the consolidated statements of operations. Customers may also purchase other equipment as needed, such as racks, coolant distribution units, and power supply units. In arrangements where another party is involved in providing specified goods or services to a customer, the Company evaluates whether it is the principal or agent. In this evaluation, the Company considers if control of the specified goods or services is obtained before they are transferred to the customer, as well as other indicators such as the party primarily responsible for fulfillment, inventory risk, and discretion in establishing price. Revenue recognized from sales of additional equipment follows similar revenue recognition patterns as hardware sales.
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Table o f Contents NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Support Services The Company sells support services, including software updates and customer care support, with terms ranging from one-year to five-year terms. The support services represent an obligation of the Company to stand-ready to provide an undefined quantity of support when and as needed by the customer over the duration of the service term. These arrangements represent stand-ready obligations to provide services over the contract term, and revenue is recognized ratably as the customer simultaneously receives and consumes the benefits of the services. Operations and Management Services The Company provides a comprehensive suite of services to manage and operate clusters of systems located at data centers leased by the Company, where customer-owned equipment is installed, as well as clusters of systems at customer premises. These services include managing and maintaining large-scale infrastructure, regular software updates, hardware maintenance, and 24x7 monitoring of system and facility health. Revenue is recognized on a straight-line basis over the service term as the customer simultaneously receives and consumes the benefits of the services provided. Cloud-based Computing Services The Company also provides cloud-based computing services to customers. In applying ASC 606, the Company evaluates whether the arrangement meets the definition of a lease under ASC 842 which requires the transfer of control of the identified asset. The Company determined that while it provides cloud computing services utilizing underlying hardware, generally customers do not control or direct the use of underlying hardware. In each case, the totality of services provided represents a single integrated solution tailored to the customer’s specific needs. As such, the performance obligations to the customers consist of a single integrated solution delivered as a series of distinct daily services. The customers benefit from the services over the contract term and as such revenue is recognized over time as services are provided. AI Modeling Services The Company also generates revenue from custom AI modeling service agreements with customers, whereby the Company is engaged to help customers throughout the AI workflow, starting with developing strategy, designing and building the model, and deploying the final model. The totality of services in such arrangements is broken into different milestones within the contract. In certain contracts, each milestone builds upon progress achieved in earlier milestones. Upon completion of each milestone, the Company provides a deliverable to the customer in certain contracts, which must be accepted by the customer in order to proceed with the next phase of the contract. Each milestone is typically for fixed consideration. The Company recognizes revenue from AI modeling services over time as services are provided or at a point in time upon completion and acceptance by the customer of contract deliverables, depending on the terms of the agreement. Product Warranties The Company offers product warranties ranging from one to five years against any defective products. These standard warranties are assurance-type warranties, and the Company does not offer any services beyond the assurance that the product will continue working as specified. Therefore, these warranties are not considered separate performance obligations in the arrangement. Based on historical experience, the Company accrues for estimated returns of defective products at the time revenue is recognized. The Company monitors warranty obligations and may make revisions to its warranty reserve if actual costs of product repair and replacement are significantly higher or lower than estimated. Warranty accruals are based on estimates that are updated on an ongoing basis taking into consideration inputs such as new product introductions, changes in the volume of claims compared with the Company’s historical experience, and the changes in the cost of servicing warranty claims. The Company accounts for the effect of such changes in estimates prospectively. Estimated warranty costs are accrued at the time of sale and recognized in cost of revenue, with a corresponding warranty liability included in accrued and other current liabilities.
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Table o f Contents NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Research and Development Costs Research and development costs are expensed in the period incurred. Research and development expenses primarily consist of costs incurred in performing research and development activities and include salaries, stock- based compensation, employee benefits, tape-out costs (which include layout services, mask sets, prototype components), system qualification and testing incurred before releasing new system designs into production, data center costs, depreciation and amortization, professional services fees, cloud computing costs and facilities expenses. The Company expenses software development costs before technological feasibility is reached. The majority of these costs are expenses incurred to develop the software component of the hardware we sell, lease, or market to external users. Technological feasibility is typically reached shortly before the release of such products. As a result, development costs that meet the criteria for capitalization were not material for the periods presented. Stock-Based Compensation The Company’s 2016 Equity Incentive Plan (as amended, the “Equity Incentive Plan”) provides for the Company to grant incentive stock options (“ISOs”), non-statutory stock options (“NSOs”), restricted stock units (“RSUs”), and restricted stock awards (“RSAs”) to employees, advisers, and directors. The Company measures stock-based compensation awards exchanged for employee services at fair value on the date of the grant and recognizes expense on a straight-line basis over the award’s vesting period. The requisite service period generally equals the vesting period of the awards. The Company estimates the grant date fair value of ISOs and NSOs using the Black-Scholes option-pricing model. The fair value of RSUs and RSAs are based on the Company’s stock price on the date of grant. The Company estimates forfeitures at the date of grant, based on historical experience, and revises, if necessary, in subsequent periods if actual forfeitures differ from those estimates. For certain equity awards that have both service and performance conditions, the Company recognizes the expense using the accelerated attribution method over the requisite service period if it is probable that the performance conditions will be achieved. The Company reassesses the achievement of the performance conditions at each reporting date and adjusts the stock- based compensation accordingly. Income Taxes The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets (“DTAs”) and deferred tax liabilities (“DTLs”) for the expected future tax consequences of events that have been included in the consolidated financial statements. Under this method, DTAs and DTLs are determined on the basis of the differences between the financial statement and tax bases of assets and liabilities by using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on DTAs and DTLs is recognized in income in the period that includes the enactment date. The Company recognizes DTAs to the extent that these assets are more likely than not to be realized. In making such a determination, all available positive and negative evidence is considered, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. If it is determined that the DTAs in the future in excess of their net recorded amount can be realized, an adjustment to the DTA valuation allowance will be made, which would reduce the provision for income taxes. Due to the Company’s historical operating performance and net losses, the Company’s U.S. federal and state net deferred tax assets have been fully offset by a valuation allowance. Management makes estimates, assumptions and judgments to determine the Company’s provision for or benefit from income taxes, deferred tax assets and liabilities, uncertain tax positions and any valuation allowances recorded against the Company’s deferred tax assets. Changes in recognition or measurement of uncertain tax positions are reflected in the period in which the judgment occurs. The Company's policy is to recognize interest and penalties related to the underpayment of income taxes as a component of the provision for income taxes.
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Table o f Contents NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Cash and Cash Equivalents Cash and cash equivalents include cash on hand and highly liquid investments with an original maturity of three months or less at the time of purchase. The Company’s cash and cash equivalents are invested in various investment grade institutional money market funds and interest-bearing accounts. Restricted Cash Restricted cash includes cash and cash equivalents that are not readily available for use in the Company’s operating activities. Restricted cash is primarily attributable to cash advances received from customers that the Company is contractually restricted to use for the limited purposes of satisfying obligations under contracts with its customers. See “Customer Deposits” for additional information. Investments Investments consist primarily of time deposits and U.S. Treasury securities that have an initial maturity of greater than three months at the time of purchase but less than or equal to one year at period-end. The Company classifies its investments in debt securities as available for sale. These available-for-sale debt securities are reported at fair value. The fair value of interest-bearing debt securities includes accrued interest. Debt securities are carried at fair value, with the unrealized gains and losses reported as a component of accumulated other comprehensive income (loss) (“AOCI”), except for the changes in allowance for expected credit losses, which are recorded in other income (expense), net. The Company determines any realized gains or losses on the sale of, or maturity of, debt securities on a specific identification method, and the Company records such realized gains and losses in other income (expense), net. All of the Company’s available-for-sale debt securities are evaluated at each reporting date for credit losses. If the Company intends to sell a security, or if it is more likely than not that the Company will be required to sell the security before recovery of its amortized cost basis, the security is written down to its fair value and the entire unrealized loss is recognized in earnings. For all other available-for-sale debt securities in an unrealized loss position, the Company evaluates whether a credit loss exists based on available information relevant to the collectability of the security, including past events, current conditions, and reasonable and supportable forecasts. The portion of the unrealized loss attributable to credit factors is recognized in earnings, limited to the total unrealized loss, with the remaining unrealized loss recognized in accumulated other comprehensive income (loss). There were no credit losses or impairment charges for the years ended December 31, 2025 and 2024. Fair Value of Financial Instruments The Company determines fair value measurements used in its consolidated financial statements based upon the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value hierarchy distinguishes between (i) market participant assumptions developed based on market data obtained from independent sources (observable inputs), and (ii) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below: •Level 1 inputs are quoted prices in active markets for identical assets and liabilities; •Level 2 inputs, other than quoted prices included within Level 1, are observable for the asset or liability either directly or indirectly; and
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Table o f Contents NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
•Level 3 inputs are not observable in the market. The fair value hierarchy requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The carrying amounts of the Company’s financial instruments consisting of cash and cash equivalents, accounts receivable, accounts payable, and accrued liabilities approximate fair value due to their relatively short maturities. Refer to Note 8 – Investments, Note 9 – Fair Value Measurements, Note 12 – Redeemable Convertible Preferred Stock, and Note 13 – Common Stock for further discussion. Accounts Receivable Payment terms for accounts receivables vary by contract: some customers prepay, while others, subject to credit evaluation, are billed in arrears, typically within one year. Accounts receivable are stated at a gross invoice amount less an allowance for credit losses as well as net of any discounts or other forms of estimated variable consideration. We estimate allowance for credit losses by evaluating specific accounts where information indicates our customers may have an inability to meet financial obligations, such as customer payment history, creditworthiness and receivable amounts outstanding for an extended period beyond contractual terms. We use assumptions and judgment, based on the best available facts and circumstances, to record an allowance to reduce the receivable to the amount expected to be collected. These allowances are evaluated and adjusted as additional information is received. We had no allowance for credit losses as of December 31, 2025 and 2024. During the years ended December 31, 2025 and 2024, we recognized $0.2 million and nil of expense related to credit losses, respectively. Inventories Inventories consist of raw materials, work-in-progress, and finished goods and are stated at the lower of cost or net realizable value. Costs are measured on a weighted average cost basis. Inventory costs consist primarily of the cost of semiconductors, memory products, and other component parts purchased from subcontractors, including wafer fabrication, assembly, testing, and manufacturing support costs, including labor and overhead associated with such purchases, final test yield fallout, and shipping costs. The Company’s process and product development lifecycle includes substantive engineering milestones that are consistently applied to determine when activities and related costs transition from research and development to cost of revenue and when such costs are capitalized as inventory. Inventory is valued at the lower of cost or net realizable value, based upon assumptions about future demand and market conditions. Net realizable value is the estimated selling price of the Company’s products in the ordinary course of business less reasonably predictable costs of completion, disposal, and transportation. Inventories are written down to their net realizable value if they have become obsolete, have a cost basis in excess of expected net realizable value, or are in excess of expected demand. Once inventory is written down, the reduced carrying value becomes the new cost basis and is maintained until it is sold, scrapped, or written down for further valuation losses. The valuation of inventories requires the Company to make judgments based on currently available information about the likely method of disposition and current and future product demand relative to the remaining product life. The Company also evaluates inventory for excess quantities, obsolescence, and items that are not of salable quality. Cost of revenue is charged for inventory provisions to write down inventory to the lower of cost or net realizable value or to completely write off excess or obsolete inventory. Most inventory provisions relate to write- downs for inventory that is not of salable quality. Contract Assets Contract assets include deferred cost of sales related to revenue that has not yet been recognized and unbilled receivables that relate to our contractual right to consideration for completed performance obligations. Unbilled receivables are reclassified to receivables when the right to consideration becomes unconditional, and contract assets attributable to future revenues are recognized as a reduction of revenue as the related goods or services are
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Table o f Contents NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
transferred to the customer. Contract assets are evaluated for expected credit losses, excluding amounts recorded for fully vested equity instruments issued to a customer. Refer to Note 10 – Balance Sheet Details for further discussion. Property and Equipment, Net Property and equipment are recorded at cost, less accumulated depreciation. Expenditures for major additions and improvements to property and equipment are capitalized and repairs and maintenance costs are expensed as incurred. When assets are retired or disposed of, the cost and accumulated depreciation are removed from the respective accounts and any related gain or loss is recognized. Property and equipment are depreciated using the straight-line method over the estimated useful lives of the property and equipment as follows:
Asset Category / Useful Life (Years)
Data center and computer equipment ............................... ... 3–5
Machinery and equipment ................................................ ... 7
Leasehold improvements .................................................. ... Lesser of estimated useful life or remaining lease term
Estimated useful lives are periodically assessed to determine if changes are appropriate. Such revisions may result, for example, from changes to plans, demand, or strategy for the Company’s inference solutions. Leases The Company primarily enters into arrangements as a lessee and does not have material arrangements in which it acts as a lessor. The Company determines if an arrangement is a lease at its inception. Operating leases with lease terms of more than 12 months are included in right-of-use assets and operating lease liabilities in the consolidated balance sheets. Right-of-use assets represent the right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease. Operating lease liabilities and right-of-use assets are recognized at commencement date based on the present value of lease payments over the lease term. The Company uses its incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments if an implicit rate is not available. The right-of-use assets also includes any rent prepayments, lease incentives upon receipt, and straight-line rent expense impacts, which represent the differences between operating lease liabilities and right-of-use assets. Lease terms include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease and non-lease components have been combined. Impairment of Long-Lived Assets The Company assesses the recoverability of its long-lived assets, including property and equipment and right- of-use assets, for indicators of impairment. If events or changes in circumstances indicate that an asset may be impaired, the Company evaluates recoverability by comparing the asset’s carrying amount to the estimated undiscounted future cash flows expected to be generated by the asset or asset group. If the carrying amount exceeds the estimated future cash flows, an impairment charge is recognized for the amount by which the carrying amount exceeds the assets fair value. When quoted market prices are not available, fair value is estimated using expected future cash flow discounted at a rate commensurate with the risks associated with the assets’ recovery. No impairment of long-lived assets was identified for the years ended December 31, 2025 and 2024.
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Table o f Contents NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Contract Liabilities The timing of customer billings and payments relative to the start of the service period varies from contract to contract, resulting in contract liabilities consisting of either deferred revenue or customer deposits. Deferred revenue represents billings under noncancelable contracts before the related product or service is transferred to the customer. Customer Deposits The Company receives advance payments from customers for anticipated purchases of high-performance computing systems and related services. These amounts are recorded as customer deposits until purchase orders are received and the related products or services are delivered. In certain arrangements, the deposits are used to make payments to third-party vendors to manufacture infrastructure. If purchase orders are not received, any portion of the deposit not paid to third-party vendors is refundable to the customer on demand, and the Company’s rights to inventory purchased with the deposit transfer to the customer in accordance with the contractual terms. Forward Contract Liability The Company determined that its obligation to issue, and the Company’s investors’ obligation to purchase, shares of Series F-1 and Series F-2 redeemable convertible preferred stock at a fixed price in the future represented a freestanding financial instrument (“forward contract liability”) and is classified as a liability because the underlying shares of the forward contract liability are redeemable upon the occurrence of certain events outside the control of the Company. This liability is measured at fair value upon initial recognition and at each subsequent reporting date through the settlement date, with changes in fair value for each reporting period recognized in other income (expense), net on the consolidated statements of operations. Refer to Note 12 – Redeemable Convertible Preferred Stock for further discussion. The Company has concluded that the forward purchase obligation related to the Series F-1 Preferred Stock, previously recognized as a liability, should be derecognized as of April 15, 2025, as the underlying redeemable shares were not exercised. The contractual expiration of the investors’ commitment constituted a legal release from the obligation, thereby extinguishing the liability. Deferred Offering Costs Deferred offering costs, consisting of legal, accounting, and other fees and costs relating to the Company’s proposed initial public offering, are capitalized within other assets on the condensed consolidated balance sheet. The deferred offering costs will be offset against the proceeds received by the Company upon the completion of the planned initial public offering. In the event the planned initial public offering is terminated, all of the deferred offering costs will be expensed as general and administrative expense. As of December 31, 2025 and 2024, the deferred offering costs were $0.9 million and nil, respectively. Treasury Stock The Company records repurchases of common shares as treasury stock at cost and records subsequent retirements of treasury shares at cost. The amount of cash or other assets transferred to repurchase an equity award is charged to equity to the extent that the amount paid does not exceed the fair value of the equity instrument being repurchased at the repurchase date. Any amount paid in excess of fair value is attributed to the other elements of the transaction and accounted for according to their substance. If treasury shares are retired, the excess of the repurchase price over the par value of the shares acquired is allocated to both accumulated deficit and additional paid-in capital. The portion allocated to additional paid-in capital is calculated on a pro rata basis of the shares to be retired and the total shares issued and outstanding as of the date of retirement.
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Table o f Contents NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Concentration of Risk The Company is subject to certain risks and uncertainties that could have a material adverse effect on its business, financial condition, results of operations, or cash flows primarily due to concentration of credit risk, significant customers, and supplier concentration. Concentration of Credit Risk Financial instruments that potentially expose the Company to significant concentration of credit risk consist primarily of cash, cash equivalents, restricted cash, investments and accounts receivable. The Company maintains its cash, cash equivalents, restricted cash, and marketable securities with high-quality financial institutions mainly in the United States, where the composition and maturities of which are regularly monitored by the Company. The Company holds cash, cash equivalents, and restricted cash at several major financial institutions, which may exceed insurance limits set by the Federal Deposit Insurance Corporation (“FDIC”). The Company grants credit to its customers in the normal course of business, exposing it to credit risk in the event of nonrepayment by customers. The Company has not experienced any material losses to date from these financial instruments. Significant Customers A limited number of customers may account for a significant portion of the Company’s revenue or accounts receivable in certain periods. Refer to Note 5 – Revenue for further discussion. Supplier Concentration Certain materials used by the Company in the manufacturing of its products are available from a limited number of suppliers. Shortages could occur in these materials due to an interruption of supply or increased demand in the industry. Two suppliers accounted for 19% and 14% of total purchases for the year ended December 31, 2025. Three suppliers accounted for 21%, 14%, and 11% of total purchases for the year ended December 31, 2024.
Note 5 – Revenue Disaggregation of Revenue The Company recognizes revenue classified in hardware at a point in time, and revenue classified in cloud and other services either at a point in time or over time. Revenue by point in time and over time was as follows (in thousands):
Years Ended December 31, / Years Ended December 31, / Years Ended December 31,
2025 / 2024
Hardware revenue recognized point in time .............................................................. ... $358,440 / $211,965
Cloud and other services revenue recognized point in time ...................................... ... 2,194 / 628
Cloud and other services revenue recognized over time ........................................... ... 149,357 / 77,659
Total revenue ....................................................................................................... ... $509,991 / $290,252
Revenue recognized during the year ended December 31, 2025 that was included in deferred revenue as of December 31, 2024 was $34.5 million. Revenue recognized during the year ended December 31, 2024 that was included in deferred revenue as of December 31, 2023 was $13.7 million.
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Table o f Contents NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Significant Customers Customers that each accounted for 10% or more of our total revenues were as follows:
Percentage of Total Revenues For the Year Ended December 31, / Percentage of Total Revenues For the Year Ended December 31, / Percentage of Total Revenues For the Year Ended December 31,
2025 / 2024
Customer A ............................................................................................................. ... 62% / *
Customer B ............................................................................................................. ... 24% / 85%
_____________ (1)Customer A and Customer B are considered related parties with respect to each other as defined by ASC 850, Related Party Disclosures. *Percentage was less than 10% Customers that each accounted for 10% or more of accounts receivable balances as of the periods presented are as follows:
As of December 31, / As of December 31, / As of December 31,
2025 / 2024
Customer A ............................................................................................................. ... 78% / *
Customer B ............................................................................................................. ... * / 91%
______________ (1)Customer A and Customer B are considered related parties with respect to each other as defined by ASC 850, Related Party Disclosures. *Percentage was less than 10% OpenAI Collaboration In December 2025, the Company entered into a Master Relationship Agreement (the “MRA”) with OpenAI OpCo, LLC (“OpenAI”) to provide 750MW of AI inference compute capacity that OpenAI is contractually committed to purchase (the “Committed Capacity”) and related services over a multi-year term. The MRA includes (i) a services arrangement pursuant to which the Company will provide the Committed Capacity and related services over a term of three or four years that is extendable by OpenAI to a maximum of five years in total, (ii) a secured promissory note of approximately $1.0 billion (the “Working Capital Loan”) funded by OpenAI in January 2026 to support the build-out of infrastructure and related capabilities required to deliver such services, and (iii) a warrant to purchase shares of the Company’s Class N common stock. Refer to Note 13 – Common Stock for further discussion. No revenue was recognized for this arrangement during the year ended December 31, 2025. In addition to the Committed Capacity, OpenAI has the option to purchase an additional 1.25GW of AI inference compute capacity (the “Additional Capacity”) for deployment in tranches by the end of 2030 for up to a total of 2.0GW. Remaining Performance Obligation Revenue allocated to remaining performance obligations that is unsatisfied (or partially unsatisfied), which includes deferred revenue and amounts that are expected to be invoiced and recognized as revenue in future periods, was $24.6 billion as of December 31, 2025. A significant amount of the balance was attributable to the Company’s obligations pursuant to a master relationship agreement with OpenAI. The Company expects to recognize approximately 15% of this revenue over the initial 24 months ending December 31, 2027, 43% between months 25 and 48, and the remaining balance recognized thereafter. However, time periods for revenue recognition may vary from the foregoing due to changes in timing of delivery at the customer’s request or otherwise. The remaining performance obligations exclude revenue related to performance obligations for contracts with a length of one year or less.
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Table o f Contents NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
The arrangement with OpenAI includes variable consideration related to pass-through costs that are included in the transaction price. These pass-through costs primarily consist of data center leasehold improvements, fixed monthly rental costs, security and other variable monthly lease costs such as power and other utilities. Amounts related to these pass-through costs are included in the transaction price and the remaining performance obligations for the initial 250MW of Committed Capacity. Pass-through costs associated with Committed Capacity in excess of the initial 250MW are excluded from remaining performance obligations because the related consideration is highly susceptible to factors outside the Company’s control which involves significant amounts that will be determined over the remaining years of the MRA. Revenue related to pass-through costs will be recognized as the underlying Committed Capacity is delivered and is reported on a gross basis.
Note 6 – Segment and Geographical Information The Company operates as one operating segment. Operating segments are defined as components of an enterprise for which separate financial information is regularly evaluated by the chief operating decision maker (“CODM”), which is the Company’s Chief Executive Officer, in deciding how to allocate resources and assess performance. Net income (loss) is the Company’s primary measure of profit or loss, and all costs and expenses categories on the Company’s consolidated statements of operations, as well as stock-based compensation, depreciation and amortization expenses, are significant. The Company’s CODM reviews net income or loss on a quarterly basis to assess overall operating performance, evaluate profitability and determine resource allocation, including capital spending and operating expense priorities. Refer to Note 14 – Stock-Based Compensation and Note 10 – Balance Sheet Details for further discussion. The Company’s segment items also primarily include changes in the fair value of forward contract liabilities, and interest and dividend income. The measure of segment assets is reported on the consolidated balance sheet as total assets. Revenue by geographic area is designated based upon the billing location of the customer. Revenue by geographic areas were as follows (in thousands)
Years Ended December 31, / Years Ended December 31, / Years Ended December 31,
2025 / 2024
United States .............................................................................................................. ... $187,643 / $282,685
Europe, Middle East, and Africa ............................................................................... ... 322,231 / 7,567
Other .......................................................................................................................... ... 117 / —
Total revenue ........................................................................................................ ... $509,991 / $290,252
Property and equipment by geographic area was as follows (in thousands):
As of December 31, / As of December 31, / As of December 31,
2025 / 2024
United States .............................................................................................................. ... $376,021 / $43,142
Other .......................................................................................................................... ... 61,375 / 32
Total property and equipment ............................................................................... ... $437,396 / $43,174
Note 7 – Net Income (Loss) Per Share The Company follows the two-class method when computing net income (loss) per ordinary share when shares are issued that meet the definition of participating securities. The two-class method determines net income (loss) per ordinary share for each class of ordinary shares and participating securities according to dividends declared or accumulated and participation rights in undistributed earnings. The two-class method requires income available to ordinary shareholders for the period to be allocated between ordinary shares and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed. Our participating securities include all series of our redeemable convertible preferred stock. Undistributed earnings allocated to these participating securities are subtracted from net income in determining net income attributable to common
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Table o f Contents NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
stockholders. Basic net income (loss) per share is computed by dividing net income attributable to common stockholders by the weighted-average number of shares of our common stock outstanding, adjusted for outstanding shares that are subject to repurchase. Shares issuable upon exercise of certain warrants for Class N common stock are considered in-substance outstanding for basic net income (loss) per share because the exercise price is nominal and the issuance of shares is considered probable; accordingly, such shares are included in the weighted-average shares outstanding for purposes of basic net income (loss) per share, although no Class N shares have been legally issued as of December 31, 2025. Diluted net income (loss) per share attributable to common stockholders is computed by dividing net income attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period, adjusted to give effect to potentially dilutive securities. The Company’s potentially dilutive securities include shares of redeemable convertible preferred stock and stock-based awards. Shares of redeemable convertible preferred stock are assumed to be converted into common stock using the if-converted method from the beginning of the period, or from the date of issuance if later. Under the if-converted method, any dividends on such preferred stock, whether declared or accumulated, are added back to net income attributable to common stockholders in the calculation of diluted net income per share. Stock options are included in the calculation of diluted net income per share using the treasury stock method. For periods in which the Company reports a net loss, all potentially dilutive securities are excluded from the computation of diluted net loss per share as their inclusion would be anti-dilutive. Dilutive securities in our diluted net income (loss) per share calculation do not include unvested RSUs. Vesting of these RSUs is dependent upon the satisfaction of both a service condition and a liquidity condition. The liquidity condition is satisfied upon the occurrence of a qualifying event, such as the completion of an initial public offering. As of December 31, 2025, such a qualifying event had not occurred and until it occurs, the holders of these RSUs have no rights in our undistributed earnings. Therefore, they are excluded from the effect of dilutive securities. For the year ended December 31, 2025, no potential common shares were excluded from diluted net income per share as their effect would have been anti-dilutive. For the year ended December 31, 2024, the following potential common shares were excluded from the computation of diluted net loss per share because their inclusion would have been anti-dilutive:
Year ended December 31,
2024
Redeemable convertible preferred stock ............................................................................................... ... 82,899,159
Early exercised shares subject to repurchase ........................................................................................ ... 1,373,428
Options to purchase common stock ...................................................................................................... ... 35,033,929
Total potential common stock excluded from net loss per share .................................................... ... 119,306,516
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Table o f Contents NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
The following is a reconciliation of the numerator and denominator of the basic and diluted net income per share computations for the periods presented:
Years Ended December 31, / Years Ended December 31, / Years Ended December 31,
2025 / 2024
(in thousands, except per share data) / (in thousands, except per share data) / (in thousands, except per share data)
Numerator:
Net income (loss) .................................................................................................. ... $237,827 / $(481,602)
Less: Net income attributable to participating securities ...................................... ... 149,952 / —
Deemed dividend upon issuance of Series F-1 redeemable convertible preferred stock .............................................................................................. ... — / 3,182
Net income (loss) attributable to common stockholders ...................................... ... $87,875 / $(484,784)
Denominator:
Basic weighted-average common shares net of shares subject to repurchase ...... ... $53,616 / $48,972
Dilutive impact of outstanding redeemable convertible preferred stock (as-if converted basis) ................................................................................................. ... 91,491 / —
Dilutive impact of outstanding stock options ....................................................... ... 26,714 / —
Dilutive weighted-average common shares .......................................................... ... $171,821 / $48,972
Net income (loss) per share:
Basic ...................................................................................................................... ... $1.64 / $(9.90)
Diluted .................................................................................................................. ... $1.38 / $(9.90)
Note 8 – Investments The Company classifies its U.S. Treasury securities, which are accounted for as available-for-sale, and time deposits within Level 2 in the fair value hierarchy because it uses quoted market prices to the extent available or alternative pricing sources and models utilizing market observable inputs to determine fair value. There were no transfers between Level 1 and Level 2 as of December 31, 2025 and 2024. The following tables summarize the Company’s investments (in thousands):
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 / 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 / As of December 31, 2025
Fair Value Hierarchy / Amortized Cost / Gross Unrealized Gains / Gross Unrealized Losses / Accrued Interest / Fair Value
U.S. Treasury securities .................... ... Level 2 / $404,321 / $2,174 / $— / $— / $406,495
Time deposits ................................... ... Level 2 / 36 / — / — / — / 36
Total ............................................. ... $404,357 / $2,174 / $— / $— / $406,531
As of December 31, 2024
As of December 31, 2024 / As of December 31, 2024 / As of December 31, 2024 / As of December 31, 2024 / As of December 31, 2024 / As of December 31, 2024 / As of December 31, 2024 / As of December 31, 2024 / As of December 31, 2024 / As of December 31, 2024
Fair Value Hierarchy / Amortized Cost / Gross Unrealized Gains / Gross Unrealized Losses / Accrued Interest / Fair Value
U.S. Treasury securities .................... ... Level 2 / $115,124 / $1,204 / $— / $6 / $116,334
Time deposits ................................... ... Level 2 / 609 / — / — / — / 609
Total ............................................. ... $115,733 / $1,204 / $— / $6 / $116,943
The Company recognized gross realized gains of $0.2 million and nil for the years ended December 31, 2025 and 2024, respectively. The Company recognized gross realized losses of nil for the years ended December 31, 2025 and 2024. The Company reflects these gains and losses as a component of other income (expense), net.
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Table o f Contents NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
All of the Company’s investments have a stated contractual maturity date of less than one year.
Note 9 – Fair Value Measurements Assets and liabilities measured at fair value on a recurring basis were as follows (in thousands):
Fair Value Measurements
Fair Value Measurements / Fair Value Measurements / Fair Value Measurements / Fair Value Measurements
Balance Sheet Captions .................. As of December 31, 2025 / Level 1 / Level 2 / Level 3 / Total Gains
Cash and cash equivalents
Money market funds ............................... ... $598,544 / $598,544 / $— / $— / $—
U.S. Treasury securities .......................... ... 101,845 / — / 101,845 / — / 632
Restricted cash
Money market funds ............................... ... 224,006 / 224,006 / — / — / —
Investments
U.S. Treasury securities .......................... ... 406,495 / — / 406,495 / — / 2,374
Time deposits .......................................... ... 36 / — / 36 / — / —
Total Investments ............................... ... 406,531 / — / 406,531 / — / 2,374
_______________ (1)Unrealized gains from remeasurement of U.S. Treasury securities has been recognized in AOCI. Realized gains have been recognized in Other income (expense).
Fair Value Measurements
Fair Value Measurements / Fair Value Measurements / Fair Value Measurements / Fair Value Measurements
Balance Sheet Captions .................. As of December 31, 2024 / Level 1 / Level 2 / Level 3 / Total Gains (Losses)
Cash and cash equivalents
Money market funds ............................... ... $216,748 / $216,748 / $— / $— / $—
Restricted cash
Money market funds ............................... ... 361,757 / 361,757 / — / — / —
Investments
U.S. Treasury securities .......................... ... 116,334 / — / 116,334 / — / 1,204
Time deposits .......................................... ... 609 / — / 609 / — / —
Total Investments ............................... ... 116,943 / — / 116,943 / — / 1,204
Forward contract liability .............. 363,336 / — / — / 363,336 / (401,264)
Other non-current liabilities
Warrants .................................................. ... $— / $— / $— / $— / $(165)
_____________ (1)Unrealized gains from the remeasurement of U.S. Treasury securities have been recognized in AOCI. Losses from remeasurement of the forward contract liability and warrants have been recognized as other income (expense), net.
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Table o f Contents NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Note 10 – Balance Sheet Details Inventories were composed of the following (in thousands):
As of December 31, / As of December 31, / As of December 31,
2025 / 2024
Raw materials ............................................................................................................ ... $15,939 / $77,168
Work in progress ....................................................................................................... ... 10,968 / 37,838
Finished goods ........................................................................................................... ... 36,719 / 59,486
Total inventories ................................................................................................... ... $63,626 / $174,492
As of December 31, 2025 and 2024, the Company’s provision for excess and obsolete inventory was $0.9 million. During the years ended December 31, 2025 and 2024, the Company recorded a charge of approximately $6.8 million and $3.6 million, respectively, to cost of revenue related to provision for excess, obsolete, and scrapped inventory, primarily related to the transition to the next generation of the Company’s product offering. Prepaid expenses and other current assets consisted of the following (in thousands):
As of December 31, / As of December 31, / As of December 31,
2025 / 2024
Customer warrants ..................................................................................................... ... 60,906 / —
Unbilled receivables .................................................................................................. ... 16,244 / 9,252
Prepaid expenses ........................................................................................................ ... 8,196 / 6,461
Taxes receivable ........................................................................................................ ... 4,795 / 464
Other receivables and current assets .......................................................................... ... 2,547 / 3,466
Total prepaid expenses and other current assets ................................................... ... $92,688 / $19,643
Property and equipment, net consisted of the following (in thousands):
As of December 31, / As of December 31, / As of December 31,
2025 / 2024
Data center and computer equipment ........................................................................ ... $277,421 / $49,847
Machinery and equipment ......................................................................................... ... 25,370 / 4,817
Leasehold improvements ........................................................................................... ... 22,348 / 3,950
Construction in progress ............................................................................................ ... 163,451 / 7,775
Property and equipment ........................................................................................ ... 488,590 / 66,389
Less: accumulated depreciation ................................................................................. ... (51,194) / (23,215)
Total property and equipment, net ........................................................................ ... $437,396 / $43,174
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Table o f Contents NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Depreciation expense included in the consolidated statements of operations was as follows (in thousands):
Years Ended December 31, / Years Ended December 31, / Years Ended December 31,
2025 / 2024
Cost of revenue .......................................................................................................... ... $12,699 / $3,150
Research and development ........................................................................................ ... 14,513 / 6,536
Sales and marketing ................................................................................................... ... 7,186 / 1,095
General and administrative ........................................................................................ ... 56 / 756
Total depreciation expense ................................................................................... ... $34,454 / $11,537
Other non-current assets consisted of the following (in thousands):
As of December 31, / As of December 31, / As of December 31,
2025 / 2024
Customer warrants, non-current ................................................................................ ... $91,447 / $—
Other non-current assets ............................................................................................ ... 4,598 / 2,514
Total non-current assets ........................................................................................ ... $96,045 / $2,514
Accrued and other current liabilities were composed of the following (in thousands):
As of December 31, / As of December 31, / As of December 31,
2025 / 2024
Accrued purchases and expenses ............................................................................... ... $59,458 / $58,428
Operating lease liability, current................................................................................ ... 45,865 / 13,303
Sales tax payable ....................................................................................................... ... 35,577 / 1,950
Accrued compensation .............................................................................................. ... 16,611 / 9,271
Product warranty liability .......................................................................................... ... 9,368 / 17,043
Liability related to early exercised options ................................................................ ... 5,187 / 8,534
Other .......................................................................................................................... ... 13,335 / 1,786
Total accrued and other current liabilities ............................................................ ... $185,401 / $110,315
The following table shows the changes in provision for product warranty during the year ended December 31, 2025 and 2024 (in thousands):
Years Ended December 31, / Years Ended December 31, / Years Ended December 31,
2025 / 2024
Balance at beginning of year ..................................................................................... ... $17,043 / $3,633
Additions during the year .......................................................................................... ... 20,969 / 41,190
Utilization during the year ......................................................................................... ... (28,644) / (27,780)
Balance at end of year ........................................................................................... ... $9,368 / $17,043
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Table o f Contents NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Other non-current liabilities were composed of the following (in thousands):
As of December 31, / As of December 31, / As of December 31,
2025 / 2024
Deferred revenue, net of current portion ................................................................... ... $35,847 / $18,885
Other liabilities .......................................................................................................... ... — / 5,073
Total other non-current liabilities ......................................................................... ... $35,847 / $23,958
Note 11 – Other Income (Expense), Net Other income (expense), net were comprised of the following (in thousands):
Years Ended December 31, / Years Ended December 31, / Years Ended December 31,
2025 / 2024
Change in (fair value) and extinguishment of forward contract liability .................. ... $363,336 / $(401,264)
Interest and dividend income ..................................................................................... ... 26,802 / 23,228
Other .......................................................................................................................... ... 608 / (201)
Total other income (expense), net ......................................................................... ... $390,746 / $(378,237)
Note 12 – Redeemable Convertible Preferred Stock The Company had the following shares of redeemable convertible preferred stock, $0.00001 par value per share, authorized, issued, and outstanding as of December 31, 2025 and 2024 (in thousands, except for share amounts):
As of December 31, 2025
Shares Authorized / Shares Issued and Outstanding / Liquidation Preference / Net Carrying Value
Series A redeemable convertible preferred stock ................ ... 31,731,394 / 31,731,394 / $26,972 / $26,924
Series B redeemable convertible preferred stock ................ ... 9,076,079 / 9,076,079 / 25,000 / 24,955
Series C redeemable convertible preferred stock ................ ... 7,264,680 / 7,264,680 / 65,000 / 64,952
Series D redeemable convertible preferred stock ................ ... 4,943,849 / 4,943,849 / 79,822 / 79,735
Series E redeemable convertible preferred stock ................ ... 14,916,649 / 14,916,649 / 272,096 / 273,301
Series F redeemable convertible preferred stock ................. ... 9,168,419 / 9,168,419 / 254,376 / 254,191
Series F-1 redeemable convertible preferred stock ............. ... 5,798,089 / 5,798,089 / 85,000 / 126,008
Series G redeemable convertible preferred stock ................ ... 30,359,560 / 30,359,557 / 1,100,000 / 1,083,282
Total ..................................................................................... ... 113,258,719 / 113,258,716 / $1,908,266 / $1,933,348
As of December 31, 2024
Shares Authorized / Shares Issued and Outstanding / Liquidation Preference / Net Carrying Value
Series A redeemable convertible preferred stock ....... ... 31,731,394 / 31,731,394 / $26,972 / $26,924
Series B redeemable convertible preferred stock ....... ... 9,076,079 / 9,076,079 / 25,000 / 24,955
Series C redeemable convertible preferred stock ....... ... 7,264,680 / 7,264,680 / 65,000 / 64,952
Series D redeemable convertible preferred stock ....... ... 4,943,849 / 4,943,849 / 79,822 / 79,735
Series E redeemable convertible preferred stock ....... ... 14,916,649 / 14,916,649 / 272,096 / 273,301
Series F redeemable convertible preferred stock ....... ... 9,168,419 / 9,168,419 / 254,376 / 254,191
Series F-1 redeemable convertible preferred stock .... ... 28,649,385 / 5,798,089 / 85,000 / 126,008
Total ........................................................................... ... 105,750,455 / 82,899,159 / $808,266 / $850,066
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Table o f Contents NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Conversion The preferred stock is convertible, at any time at the option of its holder, into fully paid and nonassessable Class A common shares at a 1:1 ratio, subject to appropriate adjustment for splits, dividends, other similar recapitalization activity. Conversion of all classes of preferred stock to Class A common shares is mandatory in the event of a qualified initial public offering with proceeds of at least $500.0 million. Voting The holders of the preferred stock are entitled to vote, together with the holders of common shares, as a single class, on all matters submitted to the stockholders for a vote. Each share of preferred stock is entitled to a number of votes equal to the number of common shares into which such preferred stock is convertible as of the record date for determining stockholders entitled to vote. Dividends The holders of shares of redeemable convertible preferred stock are entitled to receive non-cumulative dividends, out of any assets legally available for such purpose, prior and in preference to any declaration or payment of any dividend on the shares of common stock, when, as and if, declared by our board of directors. After payment of such dividend to the preferred stockholders, outstanding shares of preferred stock shall participate with shares of common stock on an as-converted basis as to any additional dividends. As of December 31, 2025 the Company had not declared any dividends. Liquidation preference In the event of any voluntary or involuntary liquidation, dissolution, or winding-up of the Company or deemed liquidation events, the holders of preferred stock then outstanding are entitled to be paid out of the funds and assets available for distribution to its stockholders an amount per share equal to the greater of (a) the original issue price for such series of preferred stock, plus any dividends declared but unpaid, or (b) such amount per share as would have been payable had all shares of such series of preferred stock been converted into common stock immediately prior to such liquidation, dissolution, winding-up, or deemed liquidation event. Redemption In addition, holders of the preferred stock are eligible to demand redemption of their shares in the event of certain deemed liquidation events, as defined in the agreement. Due to the various rights and privileges within the existing preferred stock and common stockholder agreements, the Company concluded the triggering of a deemed liquidation event is not solely within the control of the Company and, accordingly, has presented the preferred stock as temporary equity. As of December 31, 2025, the Company determined that a deemed liquidation event is not probable because there are currently no plans for a change of control, merger or consolidation, or sale of substantially all assets. Therefore, subsequent remeasurement of preferred stock presented in temporary equity is not required. As of each reporting date and on an ongoing basis, the Company will continue to assess the probability of redemption. Series E Warrants In 2020, the Company entered into an equity arrangement with one of its customers whereby the Company issued a warrant that is exercisable for up to 68,213 shares of its Series E redeemable convertible preferred stock. The warrant is classified as a liability and remeasured to fair value and falls under Level 3 of the fair value hierarchy. The Company provided services and issued the warrant to the customer, and the customer paid the consideration to the Company for the provision of services. The warrant had a contractual term of seven years and an exercise price of $0.00001 per share. The customer was able to either exercise the warrant at the exercise price or
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convert a portion of the warrant into a number of shares of the Company’s Series E redeemable convertible preferred stock adjusted to equal the fair market value, less the exercise price. The warrant was exercised and settled in August 2024. The fair value of warrants is determined using a Black-Scholes option-pricing model as of the grant date. The amount representing the fair value of the equity provided to the customer from the warrant is recognized as adjustments to revenue in the consolidated statements of operations and comprehensive loss over the term of such commercial agreement or based on the achievement of certain performance targets in accordance with ASC 505-50. As of the settlement date, the fair value of the warrant accrued was determined using the following assumptions:
August 7, 2024
Remaining contractual life (years) ........................................................................................................ ... 3.00
Expected volatility (%) ......................................................................................................................... ... 59.48
Expected risk-free interest rate (%) ...................................................................................................... ... 3.81
Dividend yield (%) ................................................................................................................................ ... —
The following table provides a reconciliation of the beginning and ending balances for the Level 3 warrant liability measured at fair value using significant unobservable inputs (in thousands):
Warrant Liability
Balance as of January 1, 2024 ............................................................................................................... ... $1,113
Change in fair value ......................................................................................................................... ... 165
Exercise and settlement of warrant liability ..................................................................................... ... (1,278)
Balance as of December 31, 2024 ......................................................................................................... ... $—
For the year ended December 31, 2024, the change in fair value related to the warrant was recognized in other income (expense), net. No fair value remeasurement was recorded for the year ended December 31, 2025. Series F-1 and F-2 In May 2024, the Company entered into a Series F-1 redeemable convertible preferred stock purchase agreement (the “Series F-1 Preferred Stock Agreement”) with various investors to issue up to 27,285,129 shares of the Company’s Series F-1 redeemable convertible preferred stock (“Series F-1 Preferred Stock”), of which 22,851,296 shares were allocated to be purchased by an entity affiliated with Group 42 Holding Ltd (together with its affiliates, “G42”) for an aggregate purchase price of $335 million, subject to regulatory approval (the “G42 Primary Purchase”). The agreement also provided G42 with an option to purchase certain additional shares in the Company at a 17.5% discount to the then-current fair market value, contingent upon G42 purchasing between $500.0 million and $5.0 billion of additional products and services (the “G42 Option”). In July 2024, the Company and G42 filed a Joint Voluntary Notice with the Committee on Foreign Investment in the United States (“CFIUS”) seeking regulatory approval of the G42 Primary Purchase, which remained pending through the end of 2024. The Series F-1 Preferred Stock Agreement was subsequently amended in July 2024 to increase the total number of Series F-1 Preferred Stock offered for sale to 28,649,385 shares, and amended and restated in September 2024 to change the securities to be purchased by G42 from Series F-1 Preferred Stock to Series F-2 redeemable convertible preferred stock (“Series F-2 Preferred Stock”), which had the same rights, preferences, and privileges as the Series F-1 Preferred Stock except voting rights (as amended and restated, the “Series F-1 and F-2 Preferred Stock Purchase Agreement”). Between July and September 2024, all shares of the Series F-1 Preferred Stock not allocated to the G42 Primary Purchase were purchased by various investors for gross proceeds of $85.0 million. The Series F-1 and F-2 Preferred Stock Purchase Agreement provided that either the Company or G42 could terminate the agreement if the closing of the G42 Primary Purchase does not occur by April 15, 2025.
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Following engagement with CFIUS, the Company and G42 agreed in principle in the first quarter of 2025 to amend the Series F-1 and F-2 Preferred Stock Purchase Agreement to remove G42 as a party, and to enter into a new stock purchase agreement for the purchase of non-voting preferred stock if G42 consummates the G42 Primary Purchase. The Company and G42 also agreed in principle to revise the G42 May 2024 Agreement to remove product pricing and volume commitments. Based on the foregoing representations, CFIUS granted the Company’s request to withdraw the Joint Voluntary Notice on March 27, 2025. Because the G42 Primary Purchase was not consummated by April 15, 2025, no new stock purchase agreement was ultimately entered into, and consistent with the agreement in principle, the Series F-1 and F-2 Agreement was restated in the third quarter of 2025 to remove G42 as a party, including the termination of the G42 Option. The G42 May 2024 Agreement was also terminated in its entirety. Forward Contract Liability The commitments made by the investors to purchase shares of the Company’s certain series of redeemable convertible preferred stock at a future date for a discounted fixed price of $14.66 per share represented forward contracts between the Company and the counterparties. The forward contracts were classified as a liability and remeasured to fair value at each reporting date, with changes in fair value recorded to other income (expense), net. In September 2024, an investor settled its forward contract by purchasing the underlying preferred shares, and that forward contract was remeasured at a fair value of $27.02 per share as of the settlement date. The forward contracts were considered to be a Level 3 liability in the fair value hierarchy due to certain unobservable inputs. The primary input in the valuation of the forward contract liability was the fair value of the Company’s underlying redeemable convertible preferred stock, which were determined in accordance with the applicable elements of the American Institute of Certified Public Accountants guide, Valuation of Privately Held Company Equity Securities Issued as Compensation, and derived from a hybrid method that considered both an option pricing model (“OPM”) and the probability weighted expected return method (“PWERM”) to allocate the value among the Company’s classes of securities. The OPM was based on the Black-Scholes-Merton option pricing model, which allows for the identification for a range of possible future outcomes, each with an associated probability. The OPM is appropriate to use when the range of possible future outcomes is difficult to predict and thus creates highly speculative forecasts. PWERM involves a forward-looking analysis of the possible future outcomes of the enterprise including an initial public offering as well as non-initial public offering market-based outcomes. As of December 31, 2024, the fair value of the Company’s underlying redeemable convertible preferred stock was $30.56 per share. As the G42 Primary Purchase was not consummated by April 15, 2025, the forward contract was extinguished. The following table provides a reconciliation of the beginning and ending balances for forward contract liability measured at fair value using significant unobservable inputs (in thousands):
Balance as of January 1, 2024 ............................................................................................................... / $—
Fair value at inception of contract .................................................................................................... ... —
Change in fair value ......................................................................................................................... ... 401,264
Settlement of Series F-1 redeemable convertible preferred stock forward contract liability ........... ... (37,928)
Balance as of December 31, 2024 ......................................................................................................... ... 363,336
Extinguishment of forward contract liability ................................................................................... ... (363,336)
Balance as of December 31, 2025 ......................................................................................................... ... $—
For the years ended December 31, 2025 and 2024, the change in fair value and extinguishment of the forward contract liability were recognized in other income (expense), net. Series G In September 2025, the Company entered into a Series G redeemable convertible preferred stock purchase agreement with various investors to issue up to 30,359,560 shares of the Company’s Series G redeemable
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convertible preferred stock. The Company raised $1.1 billion, net of issuance costs, through issuance of 30,359,557 shares of Series G redeemable convertible preferred stock through October 2025. Series H In January 2026, the Company entered into a Series H redeemable convertible preferred stock purchase agreement with various investors. Refer to Note 18 – Subsequent Events for further discussion.
Note 13 – Common Stock The Company has two classes of authorized common stock: Class A common stock and Class N common stock. The rights of holders of Class A common stock and Class N common stock are identical, except with respect to voting and conversion rights. Each holder of Class A common stock is entitled to one vote per share, and each holder of Class N common stock is entitled to no votes per share. Each share of Class N common stock shall automatically convert to one fully paid and nonassessable share of Class A common stock upon the occurrence of a common transfer, meaning any direct or indirect sale, exchange, redemption, assignment, distribution, gift, retirement, transfer, conveyance, or other disposition. Permitted transferees include entities under common control with or controlled by such holder of the Class N common stock or if the holder provides prior written notice to the Company electing for the transfer to not result in a conversion. Once converted into Class A common stock, the Class N common stock will not be reissued. As of December 31, 2025 and 2024, respectively, the Company was authorized to issue 271,800,000 shares and 204,519,000 shares of Class A common stock, $0.00001 par value per share. As of December 31, 2025 and 2024, respectively, the Company had 57,907,093 and 53,372,691 shares of Class A common stock issued and outstanding, of which 772,584 and 1,373,428 shares of Class A common stock were subject to repurchase as of such date for early exercised stock options. As of December 31, 2025 and 2024, respectively, the Company was authorized to issue 37,100,000 shares and nil shares of Class N common stock, $0.00001 par value per share. As of December 31, 2025 and 2024, respectively, the Company had nil shares of Class N common stock issued and outstanding. As of December 31, 2025 and 2024, the Company had 889,890 and 300,138 shares of common stock held as treasury shares, respectively which may be used for issuance under the Equity Incentive Plan. All shares that were issued upon early exercise of stock options are considered legally issued and outstanding. However, for accounting purposes, only shares that are fully vested or are not subject to repurchase are considered issued and outstanding. Below is a reconciliation of shares issued and outstanding:
As of December 31, / As of December 31, / As of December 31,
2025 / 2024
Total shares of common stock legally issued and outstanding (including shares issued upon early exercise of stock options) .......................................................... ... 57,907,093 / 53,372,691
Less: Shares subject to repurchase for early exercised stock options ....................... ... (772,584) / (1,373,428)
Total shares issued and outstanding not subject to repurchase ............................. ... 57,134,509 / 51,999,263
The voting, dividend, and liquidation rights of the holders of the Company’s shares of common stock are subject to and qualified by the rights, powers, and preferences of the holders of shares of the Company’s redeemable convertible preferred stock. Each share of Class A common stock entitles the holder to one vote on all matters submitted to a vote of the Company’s stockholders. Subject to preferences that may be applicable to any then outstanding preferred stock, holders of common stock are entitled to receive dividends as may be declared from time
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to time by our board of directors out of legally available funds; provided, however, that if a dividend is paid in the form of common stock (or rights to acquire, or securities convertible into or exchangeable for, such shares), then the holders of the Class A common stock shall receive shares of Class A common stock (or rights to acquire, or securities convertible into or exchangeable for, such shares, as the case may be) and holders of Class N common stock shall receive shares of Class N common stock (or rights to acquire, or securities convertible into or exchangeable for, such shares, as the case may be), unless a disparate dividend treatment of the shares of each such class is approved by the affirmative vote of the holders of a majority of the then-outstanding shares of Class A common stock and Class N common stock, each voting separately as a class, subject to the preferential dividend rights of the preferred shares. Through December 31, 2025, no cash dividends had been declared or paid by the Company. Tender Offer In October 2025, the Company launched a tender offer to certain employees to purchase a maximum cash outlay of $100.0 million of up to an aggregate of 2,759,960 shares of the Company’s Class A common stock, including cancellation and settlement of shares of common stock underlying eligible options and repurchase of settled RSU shares from eligible sellers (the “Tender Offer”), at a purchase price of $36.23 per share. As part of the Tender Offer, the Company modified the liquidity event condition with respect to 185,387 RSUs for which the service-based vesting condition had been satisfied. The Company issued 96,848 shares, net of withholding taxes, upon vesting of the RSUs, and 69,584 shares were repurchased by the Company pursuant to the Tender Offer. Refer to Note 14 – Stock-Based Compensation for further discussion. In connection with the Tender Offer, the Company canceled and settled 1,567,013 shares underlying eligible stock options. Additionally, the Company repurchased 589,752 shares of common stock as part of the Tender Offer. The repurchased shares were recorded as treasury stock at cost and reflected as an addition to stockholders’ deficit. The Tender Offer was completed in December 2025 and resulted in a total cash outflow of $70.7 million. Of this amount, $49.3 million associated with settlement of eligible options was recorded as a reduction of additional paid-in capital and $21.4 million was recorded in treasury stock within stockholders’ deficit. Warrants G42 Warrant In December 2025, the Company issued a warrant to G42 to purchase an aggregate of up to 1,857,516 shares of Class N Common Stock at an exercise price of $0.01 per share (“the G42 Warrant”). The warrant was fully vested and immediately exercisable upon issuance, and expired five days from the date of issuance. The warrant is classified as an equity instrument, and the grant-date fair value was $82.02 per share. The G42 Warrant was exercised in full in January 2026. The Company recorded a customer warrant asset of $152.4 million as of December 31, 2025, all of which will be recognized as a reduction of revenue in the consolidated statement of operations in proportion to the amount of related revenues, which could occur until October 2031. OpenAI Warrant Concurrent with the MRA, as discussed in Note 5 – Revenue, the Company issued to OpenAI a warrant to purchase up to an aggregate of up to 33,445,026 shares of the Company’s Class N common stock at an exercise price of $0.00001 per share (the “OpenAI Warrant”). The OpenAI Warrant vests in multiple tranches upon achievement of specified milestones associated with the MRA, including funding of the Working Capital Loan, delivery of the Committed Capacity and Additional Capacity in tranches, and certain market capitalization or
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customer payment thresholds. As of December 31, 2025, the Company concluded that vesting of the tranches related to the Working Capital Loan, the Committed Capacity, and the tranche that vests upon the earlier of achieving specified market capitalization or customer payment thresholds under the MRA were probable of vesting, while the remaining tranches associated with the Additional Capacity were not considered probable of vesting. Subject to certain terms and conditions, the OpenAI Warrant expires on the earlier of December 24, 2035 and five business days following the first date during which there is no binding capacity purchase commitments or contractually obligated current or future payments under the MRA. The OpenAI Warrant is classified as an equity instrument, and the grant-date fair value was $82.02 per share. None of the warrant shares had met the vesting or exercise conditions as of December 31, 2025, and the issuance of the warrant had no impact on the Company’s consolidated financial statements other than disclosure of a subsequent event as well as remaining performance obligations for the year ended December 31, 2025.
Note 14 – Stock-Based Compensation The Equity Incentive Plan provides for the Company to grant ISOs, NSOs, RSUs, and RSAs to employees, advisers, and directors. As of December 31, 2025 and 2024, there were 81,357,316 and 65,711,838 equity awards authorized, respectively. Stock Options Stock options represent the right to purchase shares of common stock on the date of exercise at a stated exercise price. The exercise price of a stock option generally must be at least equal to the fair market value of the common stock on the date of grant. Options generally vest over periods of four years or more and are exercisable over a period of time not to exceed 10 years from the grant date. The terms of the plan permit certain option holders to exercise options before their options are vested, subject to certain limitations. Upon early exercise, the awards become subject to a restricted stock agreement. The shares of restricted stock granted upon early exercise of the options are subject to the same vesting provisions in the original stock option awards. Shares issued as a result of early exercise that have not been vested are subject to repurchase by the Company upon termination of the option holder’s employment, at the price paid by the option holder. Such shares are not deemed to be issued for accounting purposes until they vest. The liability is reclassified into common stock and additional paid-in capital as the shares vest and the repurchase right lapses. As of December 31, 2025 and 2024, 772,584 and 1,373,428 unvested shares, respectively, were held by employees. Accordingly, the Company recorded the unvested portion of the exercise proceeds of $5.2 million and $8.5 million as a liability from the early exercise in the accompanying consolidated balance sheets as of December 31, 2025 and 2024, respectively. The following table summarizes the Company’s stock option activity and related information:
Number of Shares
Weighted Average Exercise Price / Aggregate Intrinsic Value (in thousands) / Weighted Average Remaining Life
Outstanding, as of January 1, 2025 ............................. ... 35,033,929 / $4.85 / $777,294 / $7.25
Exercised during period .......................................... ... (4,442,639) / $3.91
Forfeited .................................................................. ... (648,116) / $6.29
Tender Offer options canceled and settled .......... ... (1,567,013) / $4.79
Expired .................................................................... ... (14,454) / $5.55
Outstanding and Exercisable, as of December 31, 2025 ..................................................................... ... 28,361,707 / $4.97 / $2,185,162 / $6.40
______________ (1)Refer to Note 13 – Common Stock for further discussion.
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The aggregate intrinsic value of options is calculated as the difference between the exercise price of the stock options and the fair value of the Company’s shares of common stock for those options that had exercise prices lower than the fair value of the Company’s shares of common stock. The total intrinsic value for stock options exercised during the years ended December 31, 2025 and 2024, was $110.6 million and $72.0 million, respectively. The weighted-average grant date fair value of options granted was $5.21 per share for the year ended December 31, 2024. No options were granted for the year ended December 31, 2025. As of December 31, 2025 and 2024, the total remaining unrecognized compensation expense related to unvested stock options was $33.2 million and $60.8 million, respectively, which will be amortized over the weighted-average period of 1.78 years and 2.33 years, respectively. The fair value of each option award is determined on the date of grant using the Black-Scholes option-pricing model. The calculation of fair value includes several assumptions that require management’s judgment. Due to the absence of a public market for the Company’s common stock, the Company’s board of directors relies on the assistance of management and external valuation experts to estimate the fair value of its common stock for purposes of granting options and for determining stock-based compensation expense. A reasonable valuation method is used and considers several objective and subjective factors, including obtaining contemporaneous independent third-party valuations, actual and forecasted operating and financial results, market conditions and performance of comparable publicly traded companies, developments and milestones in the Company, the rights and preferences of redeemable convertible preferred stock and common stock, and transactions involving the Company’s stock. The fair value of the Company’s common stock was determined in accordance with applicable elements of the American Institute of Certified Public Accountants guide, Valuation of Privately Held Company Equity Securities Issued as Compensation. The estimated fair value of stock options was determined using the Black-Scholes option-pricing model with the following weighted-average assumptions:
December 31, 2024
Expected term of options (years) .......................................................................................................... ... 6.01
Expected volatility (%) ......................................................................................................................... ... 59.2
Risk-free interest rate (%) ..................................................................................................................... ... 3.68 - 4.68
Expected dividend yield (%) ................................................................................................................. ... —
No options were issued for the year ended December 31, 2025. Expected term: The expected term of the stock options represents the period of time stock options are expected to be outstanding and is based on the “simplified method.” Under this method, the term is estimated using the midpoint between the requisite service period and the contractual term of the option. This method is used due to the lack of sufficient historical exercise data. Expected volatility: The expected volatility is a measure of the amount by which a financial variable, such as a share price has fluctuated (historical volatility) or is expected to fluctuate (expected volatility) during a period. As the Company does not yet have a sufficient history of its own volatility, the Company has identified several public entities of similar complexity and industry and calculates historical volatility based on the volatilities of these companies. Risk-free interest rate: The risk-free interest rate is based on U.S. Treasury yield curve in effect at the time of grant. Expected dividend yield: No dividends have been paid or expected to be paid by the Company.
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RSUs RSUs represent a right to receive one share of common stock for each RSU that vests. The Company has granted RSUs that vest on satisfaction of both service- and liquidity-based vesting conditions. The service-based vesting condition for these equity awards is generally satisfied by rendering continuous service through the applicable vesting period, which is generally four years. The liquidity-based vesting condition is satisfied upon the occurrence of an initial public offering, direct listing, or sale of our company, given prevailing market conditions. Unless otherwise determined by the Board of Directors at the time of grant, service-based vesting ceases on the date the participant no longer provides services to the Company. If both the service-based vesting condition and the liquidity-based vesting condition of an RSU are not satisfied, such RSU is forfeited. If an RSU has not been forfeited and both the service- and liquidity-based vesting conditions have been satisfied, then on the date specified in the RSUs, the Company delivers to the holder a number of whole shares of common stock subject to any withholdings to cover tax obligations. Dividend equivalents, if any, are not credited in respect of shares covered by the RSUs, except as otherwise permitted by the Compensation Committee. As of December 31, 2025 and 2024, the Company had 15,229,068 and 4,909,256 unvested RSUs, respectively. The following table summarizes RSU activity and related information:
Number of Shares / Weighted Average Grant Date Fair Value
Outstanding as of January 1, 2025 ............................................................................. ... 4,909,256 / $18.08
Granted .................................................................................................................. ... 11,154,655 / $27.65
Tender Offer RSU modified and settled ............................................................ ... (185,387) / $24.35
Forfeited ................................................................................................................ ... (649,456) / $25.15
Outstanding as of December 31, 2025 ....................................................................... ... 15,229,068 / $24.72
____________ (1) Refer to Note 13 – Common Stock for further discussion. As of December 31, 2025 and 2024, the total remaining unrecognized compensation expense related to unvested RSUs was $343.5 million and $79.1 million, respectively. This unrecognized compensation expense will be recognized when the liquidity-based vesting condition becomes probable for certain RSUs that have a performance condition, and service-based vesting condition will be satisfied over the weighted-average period of 2.91 years and 1.75 years, respectively. Total stock-based compensation expense for years ended December 31, 2025 and 2024 was as follows (in thousands):
Years Ended December 31, / Years Ended December 31, / Years Ended December 31,
2025 / 2024
Cost of revenue .......................................................................................................... ... $827 / $921
Research and development ........................................................................................ ... $32,154 / $41,397
Sales and marketing ................................................................................................... ... $9,950 / $8,723
General and administrative ........................................................................................ ... $6,836 / $7,523
Total stock-based compensation expense ............................................................. ... $49,767 / $58,564
Approximately $0.9 million and $1.0 million of the compensation expense recognized for each of the years ended December 31, 2025 and 2024, respectively, was attributed to certain share-based awards, which provided the employee the option to choose between equity or cash, of which approximately $0.5 million and $0.6 million was included in accrued and other current liabilities on the consolidated balance sheets as of December 31, 2025 and 2024, respectively.
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Approximately $14.1 million and $30.7 million of the compensation expense recognized for the years ended December 31, 2025 and 2024, respectively, was attributed to sales of shares of common stock by certain current and former employees of the Company to certain existing equity holders in the Company, through secondary market transactions, where the excess price paid above fair value for shares was recorded as stock-based compensation expense. Modification of stock-based awards As part of the Tender Offer, the Company modified the liquidity-event condition with respect to 185,387 RSUs for which the service-based vesting condition had been satisfied. Specifically, the liquidity-event condition was waived, such that those RSUs became fully vested on December 2, 2025, and settled in shares of Class A Common Stock that were eligible to be sold in the Tender Offer. The Company accounted for the modification of the RSUs as a Type III modification. The incremental fair value was measured as of the modification date as the excess of the fair value of the modified awards over the fair value of the original awards immediately prior to modification. The Company recognized $6.7 million of incremental compensation cost during the year ended December 31, 2025. Because the service condition had been satisfied at the modification date, the incremental compensation cost was recognized immediately. Certain awards were modified post-termination under a transition arrangement, resulting in additional stock- based compensation expense of $0.4 million during the year ended December 31, 2025. No modification charges were recorded during the year ended December 31, 2024.
Note 15 – Income Taxes The components of income (loss) before income taxes are as follows (in thousands):
Years Ended December 31, / Years Ended December 31, / Years Ended December 31,
2025 / 2024
Domestic .................................................................................................................... ... $239,568 / $(482,424)
Foreign ....................................................................................................................... ... 5,316 / 2,749
Income (loss) before income taxes ....................................................................... ... $244,884 / $(479,675)
The components of the income tax expense (benefit) are as follows (in thousands):
As of December 31, / As of December 31, / As of December 31,
2025 / 2024
Current
Federal .................................................................................................................. ... $(169) / $527
State ...................................................................................................................... ... 9,128 / 898
Foreign .................................................................................................................. ... 392 / 213
Total current tax expense ........................................................................................... ... $9,351 / $1,638
Deferred
Foreign .................................................................................................................. ... $(2,294) / $289
Total deferred tax expense (benefit) .......................................................................... ... (2,294) / 289
Total income tax expense .......................................................................................... ... $7,057 / $1,927
ASU 2023-09 Adoption The Company has early adopted the new disclosure rules found in ASU 2023-09 for the 2025 year and has elected to use the Prospective Adoption approach.
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A reconciliation of the Company’s recorded income tax expense to the U.S. statutory rate is as follows (in thousands except percentages):
Year Ended December 31, 2025
Year Ended December 31, 2025 / Year Ended December 31, 2025 / Year Ended December 31, 2025 / Year Ended December 31, 2025
Total PTBI / $ / %
U.S. Federal Statutory Rate ........................................................... ... $244,884 / $51,426 / 21.00%
State and Local Income Taxes, Net of Federal Income Tax Effect ...................................................................................... ... 7,375 / 3.01
Foreign Tax Effects
Foreign Statutory Rate ............................................................. ... 278 / 0.11
Other nondeductible items ........................................................ ... (93) / (0.04)
Return to Provision ................................................................... ... (2,193) / (0.90)
Change in Valuation Allowance ................................................... ... 37,582 / 15.35
Nontaxable or Nondeductible Items
Forward Contract Revaluation ................................................. ... (76,300) / (31.16)
Stock-Based Compensation Expense ....................................... ... (11,960) / (4.88)
Other nondeductible items ........................................................ ... 768 / 0.31
Changes in Unrecognized Tax Benefits ........................................ ... 707 / 0.29
Other Adjustments ........................................................................ ... (532) / (0.22)
Provision for income taxes ............................................................ ... $7,057 / 2.87%
______________ (1)The jurisdiction that contributes to the majority of the tax effect in this category is Minnesota. A reconciliation of the Company’s recorded income tax expense to the U.S. statutory rate is as follows (in thousands):
Years Ended December 31,
2024
Income taxes computed at U.S. federal statutory rate ......................................................................... ... $(100,732)
State taxes ............................................................................................................................................ ... 898
Foreign rate differential ....................................................................................................................... ... 327
Forward contract revaluation ............................................................................................................... ... 84,265
Stock-based compensation ................................................................................................................... ... 5,111
Tax credits, net of FIN48 reserves ....................................................................................................... ... (3,298)
Change in valuation allowance ............................................................................................................ ... 15,712
Other .................................................................................................................................................... ... (356)
Income tax expense ......................................................................................................................... ... $1,927
Deferred income taxes arise from temporary differences between the carrying value of assets and liabilities for financial reporting purposes and income tax reporting purposes, as well as net operating losses and tax credit
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carryforwards. Significant components of the Company’s deferred tax assets and liabilities are as follows (in thousands):
As of December 31, / As of December 31, / As of December 31,
2025 / 2024
Deferred Tax Assets:
Net operating losses .............................................................................................. ... $123,490 / $86,111
Allowances and accruals ....................................................................................... ... 29,259 / 11,107
Tax credits, net of FIN48 reserves ........................................................................ ... 30,621 / 30,876
Stock-based compensation .................................................................................... ... 10,045 / 7,438
Lease liability ........................................................................................................ ... 98,904 / 9,673
Capitalized R&D and identified intangibles ......................................................... ... 62,295 / 63,796
Other ..................................................................................................................... ... 2,482 / 439
Gross deferred tax assets ........................................................................................... ... 357,096 / 209,440
Less: Valuation Allowance ........................................................................................ ... (233,035) / (200,259)
Net deferred tax assets ............................................................................................... ... $124,061 / $9,181
Deferred Tax Liabilities:
Depreciation .......................................................................................................... ... $(23,076) / $—
Right-of-use asset ................................................................................................. ... (94,255) / (8,671)
Other ..................................................................................................................... ... (4,849) / (916)
Gross deferred tax liabilities ...................................................................................... ... (122,180) / (9,587)
Net deferred tax assets (liabilities) ............................................................................ ... $1,881 / $(406)
The realization of deferred tax assets is dependent upon the generation of sufficient taxable income of the appropriate character in future periods. The Company regularly assesses the ability to realize its deferred tax assets and establishes a valuation allowance if it is more-likely-than-not that some portion of the deferred tax assets will not be realized. The Company weighs all available positive and negative evidence, including its earnings history and results of recent operations, scheduled reversals of deferred tax liabilities, projected future taxable income, and tax planning strategies. Due to the weight of objectively verifiable negative evidence, including its history of losses in the United States, the Company believes that it is more likely than not that its U.S. federal and state deferred tax assets will not be realized. Accordingly, the Company has recorded a valuation allowance on such deferred tax assets. The valuation allowance against our various deferred tax assets increased by $32.6 million and $16.0 million during the years ended December 31, 2025, and 2024, respectively. The amount of cash paid for income taxes (net of refunds) is as follows (in thousands):
Years Ended December 31,
2025
Federal ................................................................................................................................................. ... $409
State and Local .................................................................................................................................... ... 893
Foreign - India ..................................................................................................................................... ... 397
Income taxes, net of amounts refunded .......................................................................................... ... $1,699
As of December 31, 2025, the Company had federal, state, and foreign net operating loss carryforwards in the amount of $414.8 million, $352.4 million, and $48.1 million, respectively, available to offset future taxable income. The federal net operating loss has an indefinite carryforward period but is limited to offset 80% of taxable income in
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the year utilized. The state net operating loss carryforwards have various carryover periods and will begin to expire as early as 2036. As of December 31, 2025, the Company had federal, California, and Canadian research and development credit carryforwards of $33.7 million, $13.8 million, and $3.6 million, respectively. The federal research and development credits will begin to expire in 2038, the California research and development credits have no expiration, and the Canadian research and development credits will begin to expire in 2041. Utilization of our net operating loss and credits may be subject to annual limitations due to the ownership change limitations provided by section 382 of the Internal Revenue Code and similar state provisions. The Company’s net operating loss carryforwards and credits could expire before utilization if subject to annual limitations. The following table summarizes the activity related to the Company’s unrecognized tax benefits (in thousands):
As of December 31, / As of December 31, / As of December 31,
2025 / 2024
Gross unrecognized tax benefits, beginning of year .................................................. ... $31,545 / $25,739
Gross increases related to prior-year positions .......................................................... ... — / 34
Gross increases related to current-year positions ...................................................... ... 726 / 5,772
Gross unrecognized tax benefits, end of year ............................................................ ... $32,271 / $31,545
All of the Company’s tax years remain open for examination by U.S. federal and state tax authorities. The non- U.S. tax returns remain open for examination for the years 2021 and onwards. Due to our federal and state valuation allowance, none of the unrecognized tax benefits as of December 31, 2025, and 2024, respectively, would affect the effective tax rate if recognized. We recognize interest and penalties related to unrecognized tax benefits as income tax expense. U.S. income tax has not been recognized on the excess of the amount for financial reporting over the tax basis of investments in foreign subsidiaries that is indefinitely reinvested outside the United States. As a result of the Tax Cuts and Jobs Act (“Tax Act”), the tax impact of future distributions of foreign earnings would generally be limited to withholding tax from local jurisdictions. The amount of the deferred tax liability on the excess of the amount for financial reporting over the tax basis of investments in foreign subsidiaries is not material.
Note 16 – Leases Our lease obligations primarily consist of operating leases for our headquarters’ campus and domestic and international offices and data centers, with lease periods expiring between fiscal years 2027 and 2031. Lease costs included in measurement of lease obligations and other information related to non-cancelable operating leases were as follows (in thousands)
Years Ended December 31, / Years Ended December 31, / Years Ended December 31,
2025 / 2024
Operating lease cost ................................................................................................... ... $31,780 / $10,539
Variable lease costs ................................................................................................... ... 2,312 / 285
Short-term lease costs ............................................................................................. ... 75,333 / 8,076
Total lease costs .................................................................................................... ... $109,425 / $18,900
_______________ (1) Short-term lease costs on leases with terms of over one month and less than one year.
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The weighted-average remaining lease terms and discount rates were as follows
As of December 31, / As of December 31, / As of December 31,
Other information ....................... 2025 / 2024
Weighted-average remaining lease term (in years) .................................................. ... 4.7 / 2.7
Weighted-average discount rate ............................................................................... ... 8.6% / 10.6%
As of December 31, 2025, future minimum lease payments of the Company’s operating lease liabilities were due as follows (in thousands):
Year ending December 31, / Operating Leases
2026 ..................................................................................................................................................... ... $66,337
2027 ..................................................................................................................................................... ... 70,073
2028 ..................................................................................................................................................... ... 59,502
2029 ..................................................................................................................................................... ... 60,244
Thereafter ............................................................................................................................................. ... 62,792
Total future lease payments ................................................................................................................. ... 318,948
Less: Imputed interest .......................................................................................................................... ... (57,126)
Present value of operating lease liabilities ........................................................................................... ... $261,822
Supplemental cash flow information related to leases was as follows (in thousands):
Years Ended December 31, / Years Ended December 31, / Years Ended December 31,
2025 / 2024
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows for operating leases ............................................................ ... $23,039 / $6,442
Right-of-use assets obtained in exchange for lease obligations:
Operating leases .................................................................................................... ... $235,053 / $43,659
Leases Not Yet Commenced In late 2025, the Company executed non-cancelable lease agreements for additional data center capacity with lease commencement dates in 2026. As of December 31, 2025, the leases had not commenced and therefore are not reflected in the consolidated balance sheets. The Company will recognize operating lease right-of-use assets and corresponding lease liabilities at the commencement date based on the present value of lease payments over the respective lease terms. Aggregate undiscounted future minimum lease payments under these agreements total approximately $344.3 million over the lease term.
Note 17 – Commitments and Contingencies The Company has entered into certain contracts to receive consulting and other services that represent unconditional purchase obligations to purchase goods or services that are enforceable and legally binding. Purchase commitments exclude agreements that are cancellable without penalty and unconditional purchase commitments with a remaining term of one year or less. As of December 31, 2025, future payments related to non-cancelable commitments under these contracts are due as follows: $4.1 million (2026), and $3.0 million (2027). In the ordinary course of business, the Company may be subject from time to time to various proceedings, lawsuits, disputes, or claims. Although the Company cannot predict with assurance the outcome of any litigation, it does not believe there are currently any such actions that, if resolved unfavorably, would have a material impact on the Company’s financial condition, results of operations, or cash flows.
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Note 18 – Subsequent Events The Company has evaluated all transactions through March 31, 2026, the date these consolidated financial statements were available to be issued, and has determined that there are no other events that would require disclosure in or adjustment to these financial statements except as discussed below. Series H Redeemable Convertible Preferred Stock In January 2026, the Company entered into a Series H redeemable convertible preferred stock purchase agreement with various investors to issue up to 11,394,059 shares of the Company’s Series H redeemable convertible preferred stock. The Company raised $1.0 billion, net of issuance costs, through issuance of 11,394,059 shares of Series H redeemable convertible preferred stock at a price of $89.02 per share. The Company intends to use the proceeds for working capital and general corporate purposes. Working Capital Loan In January 2026, the Company received in cash the $1.0 billion Working Capital Loan funded by OpenAI to support the build-out of infrastructure and related capabilities required to deliver such services under the MRA. The Working Capital Loan is subject to a secured promissory note and bears interest at 6% (unless waived) with a maturity date of no later than December 31, 2032. Refer to Note 5 – Revenue for further discussion of the MRA with OpenAI. Executive Grants In February 2026, the Company’s board of directors approved equity awards to its co-founder executives, the Chief Executive Officer (“CEO”) and the Chief Technology Officer (“CTO”), consisting of RSUs and performance- based restricted stock units (“PRSUs”). The Company granted 743,902 RSUs to the CEO and 495,426 RSUs to the CTO. These RSUs vest subject to both service-based and liquidity-based vesting conditions. The service-based condition is satisfied ratably on a monthly basis beginning January 5, 2026 over periods of 48 to 60 months, subject to continued qualifying service. The liquidity-based vesting condition is expected to be satisfied upon the completion of the Company’s initial public offering, subject to continued qualifying service through such date. The Company will begin recognizing stock- based compensation expense for these awards when it is probable that the liquidity condition will be satisfied, using the accelerated attribution method over the requisite service period. The Company also granted 5,700,000 PRSUs to the CEO and 3,300,000 PRSUs to the CTO. Each PRSU represents the right to receive one share of Class B common stock upon vesting. The PRSUs vest in three equal tranches based on the achievement of market capitalization thresholds of $75 billion, $150 billion and $250 billion, respectively. Vesting may occur beginning six months following the completion of the Company’s initial public offering, subject to continued qualifying service through the applicable vesting date. Market capitalization is determined based on the 90-trading-day trailing average of the Company’s Class A common stock price multiplied by the number of outstanding shares of Class A common stock. Unvested PRSUs are forfeited upon termination of qualifying service, and any PRSUs that remain unvested as of the ninth anniversary of the completion of the Company’s initial public offering will be forfeited. In the event of a change in control, achievement of the market capitalization thresholds is determined based on the transaction price, with linear interpolation applied, as applicable. The Company is in the process of determining the grant-date fair value of these awards. The grant-date fair value of the PRSUs will reflect the effect of the market capitalization conditions. Stock-based compensation expense for the PRSUs will be recognized over the derived service period for each tranche, and only when the liquidity condition has been met.
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Leases In March 2026, the Company entered into a data center lease agreement in Canada that is expected to commence in 2026. The expected minimum lease payments are approximately $2.2 billion over a 10-year term. Concurrent with the lease, the Company entered into a stock purchase agreement with the lessor pursuant to which the lessor purchased 168,509 shares of the Company’s Class N common stock at a purchase price of $89.02 per share, for an aggregate purchase price of $15.0 million. Amazon Web Services Collaboration Agreement In March 2026, the Company entered into a term sheet with Amazon Web Services, Inc. for a multi-year strategic collaboration to deploy AI inference compute infrastructure and related services. The arrangement contemplates an initial deployment under multi-year lease arrangements, with associated recurring payments, subject to the achievement of specified technical milestones and potential expansion through additional system deployments, capacity allocations and hardware purchase options. In addition, the term sheet provides for a commitment to issue a warrant to purchase up to a maximum of 2,696,678 shares of the Company’s Class N common stock with an exercise price of $100.00 per share and a term of seven years. The warrant is expected to vest based on a combination of time- and performance-based conditions. The term sheet includes certain provisions intended to be binding, including those related to pricing, exclusivity, hardware procurement, and the warrant commitment. The completion of the contemplated transactions remains subject to the execution of definitive agreements and the satisfaction of customary conditions.
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PART II INFORMATION NOT REQUIRED IN PROSPECTUS
Item 13. Other Expenses of Issuance and Distribution The following table sets forth the costs and expenses, other than underwriting discounts and commissions, payable by the registrant in connection with the sale of the Class A common stock being registered. All amounts are estimates except for the Securities and Exchange Commission (the “SEC”) registration fee, the Financial Industry Regulatory Authority (“FINRA”) filing fee, and the Nasdaq Stock Market LLC listing fee.
Amount to Be Paid
SEC registration fee .............................................................................................................................. ... $13,810
FINRA filing fee ................................................................................................................................... ... 15,000
Nasdaq Stock Market LLC listing fee .................................................................................................. ... 25,000
Transfer agent’s fees and expenses ....................................................................................................... ... *
Printing and engraving expenses .......................................................................................................... ... *
Legal fees and expenses ........................................................................................................................ ... *
Accounting fees and expenses .............................................................................................................. ... *
Blue Sky fees and expenses .................................................................................................................. ... *
Miscellaneous expenses ........................................................................................................................ ... *
Total ................................................................................................................................................. ... $ *
_______________ *To be completed by amendment.
Item 14. Indemnification of Directors and Officers Section 145 of the Delaware General Corporation Law provides that a corporation may indemnify directors and officers as well as other employees and individuals against expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by such person in connection with any threatened, pending, or completed actions, suits, or proceedings in which such person is made a party by reason of such person being or having been a director, officer, employee, or agent to the registrant. The Delaware General Corporation Law provides that Section 145 is not exclusive of other rights to which those seeking indemnification may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors, or otherwise. Article 9 of the registrant’s amended and restated certificate of incorporation, to be in effect immediately prior to the completion of this offering, provides for indemnification by the registrant of its directors, officers, and employees to the fullest extent permitted by the Delaware General Corporation Law. The registrant has entered or will enter into indemnification agreements with each of its current directors, executive officers, and certain other officers to provide these directors and officers additional contractual assurances regarding the scope of the indemnification set forth in the registrant’s amended and restated certificate of incorporation and amended and restated bylaws, each to be in effect immediately prior to the completion of this offering, and to provide additional procedural protections. There is no pending litigation or proceeding involving a director or executive officer of the registrant for which indemnification is sought. Section 102(b)(7) of the Delaware General Corporation Law permits a corporation to provide in its certificate of incorporation that a director or officer of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director or officer, except for liability (i) for any breach of the director’s or officer’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) in the case of directors, for unlawful payments of dividends or unlawful stock repurchases, redemptions, or other distributions, or (iv) for any transaction from which the director or officer derived an improper personal benefit, provided that
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officers may not be indemnified for actions by or in the right of the corporation. The registrant’s amended and restated certificate of incorporation, to be in effect immediately prior to the completion of this offering, provides for such limitation of liability. The registrant maintains standard policies of insurance under which coverage is provided (a) to its directors and officers against loss rising from claims made by reason of breach of duty or other wrongful act and (b) to the registrant with respect to payments that may be made by the registrant to such officers and directors pursuant to the above indemnification provision or otherwise as a matter of law. The proposed form of underwriting agreement to be filed as Exhibit 1.1 to this registration statement provides for indemnification of directors and officers of the registrant by the underwriters against certain liabilities.
Item 15. Recent Sales of Unregistered Securities Since January 1, 2023, the registrant made sales of the following unregistered securities: Option, Warrant, and Common Stock Issuances From January 1, 2023 to December 31, 2024, the registrant granted to its employees, consultants, and other service providers options to purchase an aggregate of 72,792,724 shares of its Class B common stock under its 2016 Equity Incentive Plan (as amended, the “2016 Plan”), at exercise prices ranging from $0.09 to $13.01 per share. From January 1, 2023 to December 31, 2024, the registrant issued and sold to its employees, consultants, and other service providers an aggregate of 30,176,004 shares of its Class B common stock upon the exercise of stock options under its 2016 Plan, at exercise prices ranging from $0.09 to $13.01 per share, for a weighted-average exercise price of $2.28. Since January 1, 2025, the registrant issued and sold to its employees, consultants, and other service providers an aggregate of shares of its Class B common stock upon the exercise of stock options under its 2016 Plan, at exercise prices ranging from $ to $ per share, for a weighted-average exercise price of $ . From January 1, 2023 to December 31, 2024, the registrant granted to its employees, consultants, and other service providers restricted stock units covering an aggregate of 2,111,636 shares of its Class B common stock under its 2016 Plan. Since January 1, 2025, the registrant granted to its employees, consultants, and other service providers restricted stock units covering an aggregate of shares of its Class B common stock under its 2016 Plan. In August 2022, the registrant sold an aggregate of 599,880 shares of its Class B common stock to an accredited investor at a purchase price of $16.7525 per share, for an aggregate purchase price of $10.0 million. In December 2025, the registrant issued a warrant to purchase up to 1,857,516 shares of its Class N common stock at an exercise price of $0.01 per share. In December 2025, the registrant issued a warrant to purchase up to 33,445,026 shares of its Class N common stock at an exercise price of $0.00001 per share. In January 2026, the registrant sold an aggregate of 1,857,516 shares of its Class N common stock to an accredited investor at a purchase price of $0.01 per share, for an aggregate purchase price of $18.6 thousand. In January 2026, the registrant sold an aggregate of 168,509 shares of its Class N common stock to an accredited investor at a purchase price of $89.0156 per share, for an aggregate purchase price of $15.0 million.
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In April 2026, the registrant issued a warrant to purchase up to 1,655,975 shares of its Class N common stock at an exercise price of $0.01 per share. In April 2026, the registrant sold an aggregate of 1,655,975 shares of its Class N common stock to an accredited investor at a purchase price of $0.01 per share, for an aggregate purchase price of $16.6 thousand. Redeemable Convertible Preferred Stock Issuances In July and August 2024, the registrant sold an aggregate of 2,728,512 shares of its Series F-1 redeemable convertible preferred stock to five accredited investors at a purchase price of $14.66 per share, for an aggregate purchase price of $40.0 million. In September 2024, the registrant issued and sold 3,069,577 shares of its Series F-1 redeemable convertible preferred stock to an accredited investor at a purchase price of $14.66 per share, for a purchase price of $45.0 million. In August 2024, the registrant issued 68,213 shares of its Series E redeemable convertible preferred stock to an accredited investor pursuant to a warrant with an exercise price of $0.00001 per share. In September and October 2025, the registrant sold an aggregate of 30,359,557 shares of its Series G redeemable convertible preferred stock to five accredited investors at a purchase price of $36.2324 per share, for an aggregate purchase price of $1.1 billion. In January and February 2026, the registrant sold an aggregate of 11,394,059 shares of its Series H redeemable convertible preferred stock to accredited investors at a purchase price of $89.0156 per share, for an aggregate purchase price of $1.0 billion. The registrant believes these offers, sales, and issuances were exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), in reliance upon Section 4(a)(2) of the Securities Act or Regulation D promulgated thereunder, or Rule 701 promulgated under the Securities Act as transactions by an issuer not involving a public offering or pursuant to benefit plans and contracts relating to compensation as provided under Rule 701. The recipients of the securities in each of these transactions represented their intentions to acquire the securities for investment only and not with a view to or for sale in connection with any distribution thereof, and appropriate legends were placed upon the stock certificates issued in these transactions. All recipients had adequate access, through their relationships with the registrant, to information about the registrant.
Item 16. Exhibits and Financial Statement Schedules See the Exhibit Index attached to this registration statement, which Exhibit Index is incorporated herein by reference. Schedules not listed above have been omitted because the information required to be set forth therein is not applicable or is shown in the financial statements or notes thereto.
Item 17. Undertakings (a)Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer, or controlling person of the registrant in the successful defense of any action, suit, or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered hereunder, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether
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such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. (b)The undersigned registrant hereby undertakes that: (1)For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective. (2)For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
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EXHIBIT INDEX
Exhibit Number / Exhibit Description
1.1* .................................... Form of Underwriting Agreement
3.1 ..................................... Amended and Restated Certificate of Incorporation, as amended, as currently in effect
3.2 ..................................... Form of Amended and Restated Certificate of Incorporation, to be in effect immediately prior to the completion of this offering
3.3 ..................................... Bylaws, as currently in effect
3.4 ..................................... Form of Amended and Restated Bylaws, to be in effect immediately prior to the completion of this offering
4.1 ..................................... Reference is made to Exhibits 3.1 through 3.4
4.2 ..................................... Form of Class A Common Stock Certificate
4.3 ..................................... Amended and Restated Investors’ Rights Agreement, dated as of January 28, 2026, by and among the Registrant and the investors listed therein
5.1* .................................... Opinion of Latham & Watkins LLP
10.1(a) ................................. Standard Industrial/Commercial Single-Tenant Lease, dated as of January 27, 2022, by and between the Registrant and Xinbei Tech, Inc.
10.1(b) ................................. First Amendment to Standard Industrial/Commercial Single-Tenant Lease, dated as of June 2, 2023, by and between the Registrant and Xinbei Tech, Inc.
10.1(c) ................................. Second Amendment to Standard Industrial/Commercial Single-Tenant Lease, dated as of June 4, 2024, by and between the Registrant and Xinbei Tech, Inc.
10.2(a)# ................................ 2016 Equity Incentive Plan, as amended
10.2(b)# ................................ Form of Notice of Stock Option Grant and Stock Option Agreement under the 2016 Equity Incentive Plan
10.2(c)# ................................ Form of Notice of Restricted Stock Unit Award Grant and Restricted Stock Unit Agreement under the 2016 Equity Incentive Plan
10.3(a)# ................................ 2026 Incentive Award Plan
10.3(b)# ................................ Form of Stock Option Grant Notice and Stock Option Agreement under the 2026 Incentive Award Plan
10.3(c)# ................................ Form of Restricted Stock Unit Award Grant Notice and Restricted Stock Unit Award Agreement under the 2026 Incentive Award Plan
10.4# ................................... 2026 Employee Stock Purchase Plan
10.5# ................................... Non-Employee Director Compensation Program
10.6# ................................... Form of Indemnification and Advancement Agreement between the Registrant and each of its Directors and Executive Officers
10.7# ................................... Executive Change in Control and Severance Plan
10.8# ................................... Continued Employment Offer Letter, dated as of March 22, 2026, by and between the Registrant and Andrew D. Feldman
10.9# ................................... Continued Employment Offer Letter, dated as of March 22, 2026, by and between the Registrant and Sean Lie
10.10# .................................. Amended and Restated Employment Offer Letter, dated as of March 25, 2026, by and between the Registrant and Dhiraj Mallick
10.11†+ ................................. Master Relationship Agreement, dated as of December 24, 2025, by and between the Registrant and OpenAI OpCo, LLC
10.12† .................................. Secured Promissory Note, dated as of January 5, 2026, by and between the Registrant and OpenAI OpCo, LLC
10.13† .................................. Warrant to Purchase Class N Common Stock, dated as of December 24, 2025, by and between the Registrant and OpenAI OpCo, LLC
10.14 ................................... Registration Rights Agreement, dated as of December 24, 2025, by and between the Registrant and OpenAI OpCo, LLC
10.15†+ ................................. Framework Agreement for the Supply of Goods, dated as of September 13, 2023, by and between the Registrant and G42 Holding US LLC
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Exhibit Number / Exhibit Description
10.16†+ ................................. Purchase Order, dated as of November 5, 2025, by and between the Registrant and Mohamed bin Zayed University of Artificial Intelligence
10.17†+ ................................. Purchase Order, dated as of December 30, 2025, by and between the Registrant and Mohamed bin Zayed University of Artificial Intelligence
10.18+ .................................. Revolving Credit and Guaranty Agreement, dated as of April 14, 2026, by and among the Registrant, the obligors, lenders, and issuing banks party thereto, and Morgan Stanley Senior Funding, Inc., as administrative agent and collateral agent.
16.1 .................................... Letter Regarding Change in Certifying Accountant
21.1 .................................... List of Subsidiaries of the Registrant
23.1 .................................... Consent of BDO USA, P.C., independent registered public accounting firm
23.2 .................................... Consent of KPMG LLP, independent registered public accounting firm
23.3* ................................... Consent of Latham & Watkins LLP (included in Exhibit 5.1)
24.1 .................................... Power of Attorney (reference is made to the signature page to the Registration Statement)
107.1 ................................... Filing Fee Table
_______________ *To be filed by amendment.
†Portions of this exhibit (indicated by asterisks) have been omitted in accordance with Item 601(b)(10)(iv) of Regulation S-K because they are both not material and are the type that the Registrant treats as private or confidential. +Portions of this exhibit have been omitted in accordance with Item 601(a)(5) of Regulation S-K. The Registrant undertakes to furnish a copy of all omitted schedules and exhibits to the SEC upon its request.
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SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Sunnyvale, State of California, on the 17th day of April, 2026.
| CEREBRAS SYSTEMS INC. | CEREBRAS SYSTEMS INC. |
|---|---|
| By: | /s/ Andrew D. Feldman |
| Name: | Andrew D. Feldman |
| Title: | Chief Executive Officer |
POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Andrew D. Feldman, Robert Komin, and Shirley X. Li, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place, and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
Signature / Title / Date
/s/ Andrew D. Feldman ................... Chief Executive Officer, President, and Director (Principal Executive Officer) / April 17, 2026
Andrew D. Feldman ....................... Chief Executive Officer, President, and Director (Principal Executive Officer) / April 17, 2026
/s/ Robert Komin ........................ Chief Financial Officer (Principal Financial Officer) / April 17, 2026
Robert Komin ............................ Chief Financial Officer (Principal Financial Officer) / April 17, 2026
/s/ Yagnesh Patel ....................... Chief Accounting Officer (Principal Accounting Officer) / April 17, 2026
Yagnesh Patel ........................... Chief Accounting Officer (Principal Accounting Officer) / April 17, 2026
/s/ Paul Auvil .......................... Director / April 17, 2026
Paul Auvil .............................. Director / April 17, 2026
/s/ Elena Donio ......................... Director / April 17, 2026
Elena Donio ............................. Director / April 17, 2026
/s/ Lior Susan .......................... Director / April 17, 2026
Lior Susan .............................. Director / April 17, 2026
/s/ Steve Vassallo ...................... Director / April 17, 2026
Steve Vassallo .......................... Director / April 17, 2026
/s/ Eric Vishria ........................ Director / April 17, 2026
Eric Vishria ............................ Director / April 17, 2026
