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value  of  our  common  stock.  The  estimated  fair  value  of  our  common  stock  is  also  used  to  measure  the  grant 
date fair value of RSUs and RSAs, including those subject to performance-based vesting conditions.

Stock Options

We estimate the fair value of stock options granted to employees, consultants, officers, and directors using the 
Black-Scholes-Merton  option  pricing  model  on  the  date  of  grant.  The  fair  value  of  stock  options  that  are 
expected  to  vest  is  recognized  as  compensation  expense  on  a  straight-line  basis  over  the  requisite  service 
period. Forfeitures are accounted for when they occur.

The  Black-Scholes-Merton  model  considers  several  variables  and  assumptions  in  estimating  the  fair  value  of 
stock-based awards. These variables include:

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Fair Value of Common Stock. Because our common stock is not yet publicly traded, we must estimate 
the  fair  value  of  our  common  stock.  Our  board  of  directors  considers  numerous  objective  and 
subjective factors to determine the fair value of our common stock as discussed in the section titled “—
Common Stock Valuations” below.

Expected Volatility. Since we have no trading history of our common stock, the expected volatility of 
our  underlying  common  stock  is  estimated  by  taking  the  weighted-average  historical  volatility  of  a 
group of comparable publicly traded companies over a period equal to the expected life of the options. 

Expected Term. Expected term represents the period over which we anticipate stock-based awards to 
be  outstanding.  We  estimate  the  expected  term  based  on  the  options’  vesting  term  and  contractual 
terms, such that the expected life is equal to the average of the stock-based award’s weighted-average 
vesting period and its contractual term.

Risk-free  Rate.  The  expected  risk-free  rate  assumption  is  based  on  the  U.S.  Treasury  instruments 
whose term is consistent with the expected term of the stock options.

Expected Dividend Yield. The expected dividend yield is zero, as we have never declared or paid any 
dividends and have no current plans to do so.

As  of June 30, 2026, there was approximately $2.8 billion of total unrecognized compensation cost related to 
unvested stock options, which is expected to be recognized over a weighted-average period of 1.2 years.

Restricted Stock Units and Restricted Stock Awards

We  have  granted  RSUs  to  our  employees  and  non-employee  service  providers  under  our  2021  Plan.  RSUs 
outstanding  as  of June  30,  2026  have  both  service-based  and  performance-based  vesting  conditions.  The 
service-based  vesting  period  for  these  awards  is  typically  four  years.  Upon  satisfaction  of  the  performance 
condition, RSUs for which the service-based vesting condition has also been satisfied will vest immediately, and 
any remaining unvested RSUs will vest ratably over the remaining service period. The performance condition is 
generally  satisfied  upon  the  occurrence  of  a  change  in  control  event  or  the  effective  date  of  the  registration 
statement of which this prospectus forms a part.

As  of June  30,  2026,  no  stock-based  compensation  expense  had  been  recognized  for  such  RSUs  because  the 
performance condition was not satisfied. In connection with this offering, we will begin recording stock-based 
compensation expense based on the grant-date fair value of the RSUs using the accelerated attribution method. 
As  of June  30,  2026,  there  was  approximately $26.6  billion  of  total  unrecognized  stock-based  compensation 
expense  related  to  RSUs.  Of  that  amount, $2.9  billion  relates  to  RSUs  for  which  the  service-based  vesting 
condition  had  been  satisfied  or  partially  satisfied.  Following  the  completion  of  this  offering,  stock-based 
compensation  expense  related  to  our  RSUs  will  result  in  increases  in  our  expenses  in  future  periods,  in 
particular  the  quarter  in  which  this  offering  is  completed,  as  the  performance-based  vesting  condition 
applicable  to  a  significant  portion  of  our  outstanding  RSUs  will  be  satisfied  upon  the  effectiveness  of  the 
registration  statement  of  which  this  prospectus  forms  a  part.  Upon  the  completion  of  this  offering,  we  will 
record cumulative stock-based compensation expense of approximately $           related to RSUs outstanding as 
of the date of this prospectus, for which (i) the service-based vesting condition is fully or partially satisfied as of 

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