Small print.
Wide open.

Table of Contents

losses included change in fair value of convertible notes, derivative liabilities, and SAFEs of $1.0 billion, $5.4 
billion,  and $34.3  billion  for  the  years  ended  December  31,  2023,  2024,  and  2025,  respectively,  and $72.4 
billion  for  the six  months  ended  June  30,  2026,  primarily  driven  by  an  increase  in  the  fair  value  of  our 
outstanding convertible promissory notes resulting from an increase in our enterprise valuation during each of 
the respective periods. While we have experienced significant revenue growth in recent periods, our business is 
highly capital intensive, and our ability to remain at the frontier of AI capabilities and secure sufficient compute 
depends  in  meaningful  part  on  our  ability  to  generate  and  sustain  substantial  revenue  and  improve  our 
operating  efficiencies.  Further,  our  revenue  growth  may  not  be  sustainable,  and  our  rate  of  growth  may 
decrease.  We  expect  our  costs  will  increase  over  time  and  our  losses  will  continue  as  we  expect  to  invest 
significant resources towards growing our business and operating as a public company. 

We  have  expended  and  expect  to  continue  to  expend  substantial  financial  and  other  resources  related  to  the 
growth of our business, including:

•

•

•

•

•

•

•

•

•

•

investments to enhance our access and ability to secure compute; 

continued investments in research and development to remain at the frontier of AI model development 
and introduce new features and enhancements to our models, platform, and applications; 

expansion of our sales and marketing activities; 

hiring additional employees; 

expansion of our operations across our multiple geographies;

investments in our expanding general and administrative organization;

costs  associated  with  complying  with  existing  and  evolving  laws,  regulations,  and  industry  standards 
applicable to AI, data protection, privacy, and security, among other things;

investments in AI safety, risk management, monitoring, evaluation, and mitigation efforts;

additional expenses associated with operating as a public company; and

costs related to legal proceedings.

For example, as of and subsequent to September 30, 2026, we have entered into purchase commitments and 
lease agreements, including short-term commitments, as well as leases not yet commenced, with an aggregate 
committed  spend  of  more  than  $                   ,  which  may  substantially  increase  our  operating  expenses  and  cash 
requirements. These expenditures and investments may be more costly than we expect and may not result in 
increased revenue or growth in our business. If we are unable to successfully address these risks and challenges 
as we encounter them, our business, financial condition, and results of operations could be adversely affected.

In  addition,  we  have  granted  RSUs  to  our  employees  and  other  service  providers,  which  vest  upon  the 
satisfaction of both a service-based condition and a performance-based condition. The service-based condition 
for a majority of such RSUs is satisfied over a period of four years. The performance-based condition of such 
RSUs will be satisfied upon the effectiveness of the registration statement of which this prospectus forms a part. 
We account for award forfeitures as they occur. As of June 30, 2026, no stock-based compensation expense had 
been recognized for such RSUs because a qualifying event as described above was not probable. In the quarter 
in  which  this  offering  is  completed,  we  will  begin  recording  stock-based  compensation  expense  based  on  the 
grant-date fair value of the RSUs using the accelerated attribution method. If this offering had been completed 
on  June  30,  2026,  we  would  have  recorded $2.9  billion  of  cumulative  stock-based  compensation  expense 
related  to  the  RSUs  on  that  date,  and  an  additional $23.7  billion  of  unrecognized  stock-based  compensation 
expense related to the RSUs, would be recognized over a weighted-average period of approximately 2.1 years. In 
addition  to  stock-based  compensation  expense  associated  with  the  RSUs,  as  of  June  30,  2026,  we  had 
unrecognized  stock-based  compensation  expense  of  approximately $3.1  billion  related  to  other  outstanding 
equity  awards,  which  we  expect  to  recognize  over  a  weighted-average  period  of  approximately 1.3  years. 
Subsequent  to  June  30,  2026,  our  board  of  directors  approved  the  grant  of                      RSUs,  which  grants  will 
become effective as of the day prior to the effectiveness of the registration statement of which this prospectus 

64