Small print.
Wide open.

Table of Contents

and other rights of the holders of our Class A common stock. We have no current plan to issue any shares of 
preferred stock. 

Options 

As of September 30, 2026, we had outstanding options to purchase an aggregate of            shares of our Class A 
common stock, with a weighted-average exercise price of approximately $           per share, under our 2021 Plan. 

RSUs 

As of September 30, 2026, we had outstanding            shares of our Class A common stock issuable upon the 
vesting and settlement of RSUs under our 2021 Plan. 

Registration Rights 

After  the  completion  of  this  offering,  certain  holders  of  our  Class  A  common  stock  (including  those  issuable 
upon conversion of our Class N common stock) will be entitled to rights with respect to the registration of their 
shares under the Securities Act. These registration rights are contained in our IRA. We and certain holders of 
our stock are parties to our IRA. In addition, we are party to separate registration rights agreements with each 
of  Google  (the  “Google  RRA”)  and  Broadcom  (the  “Infrastructure  Partner  RRA”)  that  we  entered  into  in 
connection  with  note  purchase  agreements  with  those  parties,  which  provide  Google  and  Broadcom  with 
registration rights separate from the registration rights under our IRA, as described below under “Registration 
Rights of Google” and “Registration Rights of Broadcom.” The registration rights set forth in our IRA will expire 
upon  the  earliest  to  occur  of  (i)  the  second  anniversary  of  the  date  of  completion  of  this  offering,  (ii)  with 
respect to any particular holder, when such stockholder is able to sell all of its shares pursuant to Rule 144 of 
the Securities Act or any similar exemption during any three-month period, or (iii) the termination of our IRA. 
We will pay the registration expenses (other than underwriting discounts and commissions) of the holders of 
the shares registered pursuant to the registrations described below. In an underwritten offering, the managing 
underwriter,  if  any,  has  the  right,  subject  to  specified  conditions,  to  limit  the  number  of  shares  such  holders 
may include. The registration rights described in this section do not entitle any holder to notice of, or to include 
shares in, this offering. The exercise of these registration rights is subject to the lock-up agreements described 
in the section titled “Shares Eligible for Future Sale—Lock-Up and Market Standoff Agreements.”

Demand Registration Rights 

After the completion of this offering, the holders of up to            shares of our Class A common stock (including 
those issuable upon conversion of our Class N common stock) will be entitled to certain demand registration 
rights. At any time beginning six months after the effective date of this offering, the holders of at least 60% of 
the shares registrable under our IRA that are entitled to vote can request that we register the offer and sale of 
their  shares.  Such  a  request  for  registration  must  cover  securities,  the  anticipated  aggregate  offering  price  of 
which,  net  of  underwriting  discounts  and  commissions,  is  at  least  $200,000,000.  We  are  obligated  to  effect 
only two such registrations. If we determine that it would be seriously detrimental to us and our stockholders to 
effect such a demand registration, we have the right to defer such registration, not more than twice in any 12-
month  period,  for  a  period  of  up  to  120  days.  Additionally,  we  will  not  be  required  to  effect  a  demand 
registration  during  the  period  beginning  90  days  prior  to  our  good  faith  estimate  of  the  date  of  filing  of,  and 
ending on a date 90 days following the effective date of, a registration statement relating to an offering by us 
(or,  in  the  case  of  this  offering,  ending  on  a  date  180  days  following  the  effective  date  of  this  registration 
statement),  provided  that  we  are  actively  employing  in  good  faith  all  reasonable  efforts  to  cause  such 
registration  statement  to  become  effective.  We  are  also  not  obligated  to  effect  a  demand  registration  if  the 
initiating holders propose to dispose of shares that may be immediately registered on Form S-3 pursuant to the 
Form S-3 registration rights described below.

Piggyback Registration Rights 

After the completion of this offering, if we propose to register the offer and sale of our Class A common stock 
(including  shares  issuable  upon  conversion  of  our  Class  N  common  stock)  under  the  Securities  Act,  in 
connection with the public offering of such Class A common stock the holders of up to            shares of our Class 
A common stock will be entitled to certain “piggyback” registration rights allowing the holders to include their 

299