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Table of Contents

Note Purchase Agreements

The following table summarizes the aggregate principal amounts of notes that may be issued and the aggregate 
principal amounts outstanding under our undrawn NPA facilities as of June 30, 2026. The principal terms of 
each facility are described under the applicable counterparty heading below.

Counterparty
Google

Amazon 

Broadcom(3)

Total

Agreement
Google 2026 
NPA

Amazon 2026 
NPA 

Infrastructure 
Partner 2026 
NPA 

Aggregate 
Amount 
Available for 
Issuance (in 
millions)

$        20,000(1) $

Principal 
Amount 
Outstanding 
(in millions)
—

15,000

42,000

$

77,000 $

—

—

—

Draw Period 
Ends
December 
2030

(2)

(4)

______________
(1) Subject to reduction by up to $10.0 billion if Google exercises its option to purchase shares of our Class N common stock in a 
private  placement  concurrent  with  this  offering  at  the  public  offering  price.  See  the  section  titled  “—Google”  for  more 
information.

(2) 30  months  following  the  completion  of  this  offering,  or  earlier  upon  the  termination  of  certain  commercial  agreements  with 

Amazon.

(3) Broadcom may assign the Infrastructure Partner 2026 NPA to a designated financial partner, subject to our consent (not to be 

unreasonably withheld).

(4) Five  years  from  the  start  of  the  draw  period,  subject  to  earlier  termination.  See  the  section  titled  “—Broadcom”  for  more 

information.

Amazon

The  following  table  summarizes  the  principal  terms  of  the  Amazon  2026  NPA,  which  provides  for  potential 
future issuances of convertible promissory notes subject to the limitations described below. As described above 
under the section titled “—Outstanding Notes,” due to Amazon’s ownership cap, notes issued under the Amazon 
2023 NPA and Amazon 2024 NPA were previously converted into non-interest-bearing rollover notes.

Agreement

Amazon 2026 NPA

Original 
Principal 
Amount 
Available for 
Issuance

Remaining 
Principal 
Amount 
Available for 
Issuance(1)

Principal 
Amount 
Outstanding
(1)

Interest 
Rate

$15.0 
billion

$15.0 
billion(2)

$

—

N/A

Maturity

10 years 
from date 
of issuance 

At IPO
N/A(2)

Conversion Terms

Post-IPO

Each draw is settled 
by issuing shares of 
our Class N common 
stock at a price equal 
to the 30-day trailing 
volume-weighted 
average price of our 
Class A common 
stock as of the date 
the relevant compute 
capacity milestone is 
achieved, subject to 
the ownership cap.

______________
(1) As of June 30, 2026.
(2) We do not expect any notes to be issued under the Amazon 2026 NPA prior to the completion of this offering.

Note or share issuances under the Amazon 2026 NPA may be made until the earlier of (i) 30 months after this 
offering  and  (ii)  the  termination  of  certain  commercial  agreements  between  us  and  Amazon.  Amounts  under 
the Amazon 2026 NPA will become available to us in $5.0 billion increments following the achievement of the 
relevant compute capacity milestones pursuant to certain commercial agreements between us and Amazon, and 

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