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Our  relationships  with  our  strategic  partners—whether  with  these  CSPs,  who  simultaneously  serve  as  our 
investors, customers, distribution partners, and competitors, or with Broadcom, which simultaneously serves as 
a supplier and lessor—create potential conflicts of interest that are difficult to fully anticipate or mitigate. These 
CSPs may prioritize their own compute needs or those of their other customers, including competitors in which 
they  have  invested,  may  gain  insight  into  our  operations  and  compute  requirements  through  their  roles  as 
providers  that  could  inform  their  competitive  strategies,  or  may  make  business  decisions  regarding  their 
platforms  that  disadvantage  our  models,  platform,  and  applications  relative  to  their  own  offerings  or  the 
offerings of other companies they support. Similarly, Broadcom may prioritize the supply of AI accelerators and 
infrastructure  capacity  to  other  customers,  alter  the  terms  of  our  equipment  lease  or  the  operation  of  our 
dedicated facilities, or make decisions regarding the availability or pricing of hardware that adversely affect our 
access to the compute infrastructure they provide. Any deterioration in these relationships, or any decision by 
Amazon, Google, Microsoft, or Broadcom to reduce their support for our models, platform, and applications or 
limit our access to compute, could adversely affect our business. In addition, such relationships, including any 
exclusive  or  preferential  arrangements,  investment  ties,  bundling  of  services,  or  cooperative  initiatives,  have 
attracted  and  may  in  the  future  attract  antitrust  or  competition  law  scrutiny  from  regulators  and  private 
plaintiffs  in  the  United  States  or  other  non-U.S.  jurisdictions,  and  any  resulting  investigations,  enforcement 
actions, or required modifications to our business arrangements could be costly, distracting, and harmful to our 
business.

If  we  are  unable  to  manage  the  foregoing  risks,  our  business,  financial  condition,  and  results  of  operations 
could be adversely affected.

We  are  pursuing  initiatives  to  develop  our  own  data  center  infrastructure,  which  involves 
significant  capital  commitments,  operational  complexities,  and  execution  risks  that  could 
adversely affect our business, financial condition, and results of operations. 

To  help  reduce  our  dependence  on  CSPs,  address  constraints  on  available  compute,  and  secure  access  to 
compute at the scale necessary for frontier model development, we are pursuing initiatives to develop our own 
dedicated on-premise data center infrastructure. These efforts include long-term leases and partnerships with 
third-party  partners  to  procure  the  underlying  real  estate,  power,  and  data  center  facilities  while  we  lease 
capacity in those facilities and contract with specialized third-party operators for ongoing facility management. 
We  also  procure  certain  compute  and  infrastructure  equipment  directly  and  operate  them  in  dedicated  data 
center  facilities  leased  and  operated  on  our  behalf,  to  our  specification.  For  example,  under  the  2026  Lease 
Arrangement, the rent payments over the five-year equipment lease are equal to an aggregate of approximately 
$125.2 billion excluding interest, with rent payable in quarterly installments and payment obligations typically 
commencing  upon  AI  infrastructure  equipment  becoming  “ready  for  service”  at  the  applicable  data  center 
facility. The 2026 Lease Arrangement is non-cancelable by the parties to such agreement during the applicable 
lease  period  except  in  the  case  of  a  default.  In  addition, we  deposited  cash  into  a  restricted  account  in  April 
2026 for the benefit of Broadcom to secure compute capacity, which amount may be released or applied toward 
obligations under the lease depending on the satisfaction of specified conditions. Under certain circumstances, 
we may be required to place additional cash into this restricted account for future amounts due under the 2026 
Lease  Arrangement.  Upon  the  occurrence  of  certain  uncured  events  of  default,  such  as  certain  payment  or 
performance  failures  pursuant  to  the  terms  of  the  2026  Lease  Arrangement,  a  substantial  portion  of  our 
obligations  under  the  2026  Lease  Arrangement  would  be  accelerated  and,  while  we  have  access  to  multiple 
sources  of  capital  and  are  not  dependent  on  the  potential  financing  capacity  provided  in  the  Infrastructure 
Partner  2026  NPA  that  we  entered  into  in  connection  with  the  2026  Lease  Arrangement,  we  may  not  be 
permitted  to  elect  to  issue  the  convertible  promissory  notes  under  the  Infrastructure  Partner  2026  NPA  to 
finance  such  obligations.  Furthermore,  we  may  in  the  future  continue  to  directly  procure  such  data  center 
infrastructure  and  we  may  also  undertake  other  efforts  to  build  out  our  own  compute  and  infrastructure  and 
invest  more  deeply  in  the  compute  supply  chain,  which  could  result  in  significantly  higher  upfront  costs  and 
adversely  affect  our  financial  condition  and  results  of  operations.  For  more  information  about  such  lease 
arrangements,  see  the  sections  titled  “Management’s  Discussion  and  Analysis  of  Financial  Condition  and 
Results of Operations—Liquidity and Capital Resources—Contractual Obligations” and “—If our actual compute 
requirements differ materially from our projections, we may fail to secure sufficient compute to meet our needs 
or  we  may  be  committed  to  excess  compute  that  remains  underutilized.”  We  have  limited  experience  in 
managing  such  data  center  infrastructure  projects  at  scale.  Successfully  executing  on  these  data  center 

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