CONVERTIBLE PREFERRED STOCK

12 Months Ended

Dec. 31, 2025

Equity [Abstract]

CONVERTIBLE PREFERRED STOCK

CONVERTIBLE PREFERRED STOCK

During March 2023, the Company issued 80,766 shares of Series E convertible preferred stock ($0.00000125

par value per share) at a price of $15.48 per share, resulting in proceeds of $1 million.

During April 2023, the Company issued 38,767 shares of Series E convertible preferred stock ($0.00000125 par

value per share) at a price of $15.48 per share, resulting in proceeds of $1 million.

At December 31, 2025, the convertible preferred stock consists of the following (In millions, except share and

per share data):

			Shares				Costs of
	Period	Shares	issued and	Price		Gross	raising	Net	Liquidation
Security	issued	authorized	outstanding	per share		amount	capital	amount	preference
Series A-1	Dec-16	49,182,456	47,215,752	$0.60		$28	$—	$28	$28
Series A-2	Dec-16	41,953,016	41,821,200	0.15		—	—	—	6
Series B-1	Aug-18	11,853,768	11,289,304	2.23		25	—	25	25
Series B-2	Sep-18	5,768,000	5,767,992	1.74		—	—	—	10
Series C-1	Dec-20	113,584	56,784	8.80		—	—	—	—
Series C-2	Dec-20	8,728,176	8,728,176	6.87		60	(1)	59	60
Series C-3	Dec-20	695,760	695,760	7.04		5	—	5	5
Series C-2	Mar-21	728,024	728,024	6.87		5	—	5	5
Series D	Mar-21	14,724,944	14,724,944	11.21		166	—	166	165
Series D	Apr-21	5,451,176	5,451,176	11.21		61	—	61	61
Series E	May-22	9,368,861	5,510,564	15.48		85	(3)	82	85
		148,567,765	141,989,676			$435	$(4)	$431	$450
					Preferred stock redemptions			(1)
							Total	$430

Preferred Stock rights

The rights, preferences, privileges, and restrictions granted to and imposed on the convertible preferred stock

are set forth below:

Dividends: Holders of shares of convertible preferred stock shall be entitled to receive noncumulative dividends

when and if declared by the Board, provided that the holders of at least 65% of the then outstanding shares of the

Series A-1, B-1, C, D, and E convertible preferred stock (voting together as a single class on an as-converted basis)

consent to dividends on shares of any other series of convertible preferred stock (excluding dividends declared and

payable on common stock and perpetual preferred stock). Any such dividends declared to holders of convertible

preferred stock are payable in preference to any dividends declared on common stock and perpetual preferred stock.

No dividends have been declared or paid to date.

Liquidation preferences: In the event of a voluntary or involuntary liquidation, dissolution or winding up or

deemed liquidation event of the Company, the assets of the Company available for distribution to its shareholders

shall be distributed as follows:

•Prior and in preference to any payment or distribution to holders of the Series B-2 convertible preferred

stock or of common stock, the holders of the Series A-1, A-2, B-1, C, D, and E convertible preferred stock

shall be entitled to be paid an amount equal to the greater of (i) the original issue price plus all declared but

unpaid dividends and (ii) such amount per share as would have been payable had all shares of each class of

convertible preferred stock been converted into common stock. In the event that the amount available for

distribution is insufficient to the holders of the Series A-1, A-2, B-1, C, D, and E convertible preferred

stock, the assets of the Company available for distribution shall be shared ratably.

•After distribution to the holders of the Series A-1, A-2, B-1, C, D, and E convertible preferred stock, any

remaining available funds and assets of the Company shall be distributed to the holders of the Series B-2

convertible preferred stock and paid in an amount equal to the greater of (i) the original issue price plus all

declared but unpaid dividends and (ii) such amount per share as would have been payable had all shares of

the Series B-2 convertible preferred stock been converted into common stock. In the event that the amount

available for distribution is insufficient to the holders of the Series B-2 convertible preferred stock, the

assets of the Company available for distribution shall be shared ratably between the holders of the Series

B-2 convertible preferred stock.

•The payment or distribution shall be first to the holders of convertible preferred stock in the following

order: (i) Series A-1; (ii) Series A-2; (iii) Series B-1; (iv) Series C-1; (v) Series C-2; (vi) Series C-3; (vii)

Series D; (viii) Series E; and (ix) Series B-2.

•After the payment of all preferential amounts to the holders of the convertible preferred stock, any

remaining available funds and assets of the Company shall be distributed among the holders of shares of

common stock pro rata based on the number of shares held by each such holder.

Conversion features: Each share of each series of preferred stock is convertible, at any time and at the option of

the holder, into the Company’s common stock at a prescribed conversion ratio (defined as the initial price divided by

the conversion price, which is subject to certain contingent adjustments). Such conversion rights shall terminate

upon liquidation, dissolution or winding up of the Company or occurrence of a deemed liquidation event.

All outstanding shares of each series of convertible preferred stock will be automatically converted into

common stock, based on the prescribed conversion ratio, if either of the following occur:

•the closing of the sale of common stock to the public at a price of at least 1.25 times the original issue price

for the Series D convertible preferred stock (subject to certain specified adjustments), through an initial

public offering resulting in at least $200 million of gross proceeds, or

•(i) with respect to the Series A-1 convertible preferred stock and the Series A-2 convertible preferred stock,

the date and time, or the occurrence of an event, specified by vote or consent of the holders of at least 65%

of the outstanding shares of Series A-1 convertible preferred stock, (ii) with respect to the Series B-1

convertible preferred stock and the Series B-2 convertible preferred stock, the date and time, or the

occurrence of an event, specified by vote or consent of the majority holders of the outstanding shares of the

Series B-1 convertible preferred stock, (iii) with respect to the Series C convertible preferred stock, the date

and time, or the occurrence of an event, specified by vote or consent of the majority holders of the

outstanding shares of Series C convertible preferred stock, (iv) with respect to the Series D convertible

preferred stock, the date and time, or the occurrence of an event, specified by vote or consent of the

majority holders of the outstanding shares of Series D convertible preferred stock, and (v) with respect to

the Series E convertible preferred stock, the date and time, or the occurrence of an event, specified by vote

or consent of the majority holders of the outstanding shares of Series E convertible preferred stock.

Voting rights: The holders of each class of convertible preferred stock shall be entitled to cast the number of

votes equal to the number of shares of common stock into which it is convertible. Holders of each class of

convertible preferred stock and common stock shall vote together on all matters as a single class.

The holders of certain series of convertible preferred stock are also granted additional voting rights in respect of

the appointment of directors of the Company. The holders of the Series A-1 convertible preferred stock shall be

entitled to elect two directors of the Company, provided that at least 10,400,000 shares of the Series A-1 convertible

preferred stock remain outstanding. The holders of the Series B-1 convertible preferred stock shall be entitled to

elect one director of the Company, provided that at least 11,200,000 shares of the Series B-1 convertible preferred

stock remain outstanding. The holders of the Series D convertible preferred stock shall be entitled to elect one

director of the Company, provided that at least 4,000,000 shares of the Series D convertible preferred stock remain

outstanding. The holders of the Series E convertible preferred stock shall be entitled to elect one director of the

Company, provided that at least 1,227,644 shares of the Series E convertible preferred stock remain outstanding.

The holders of the common stock shall also be entitled to elect four directors of the Company. The holders of the

common stock and of the convertible preferred stock, voting together as a single class on an “as-converted” basis,

shall be entitled to elect the remaining number of directors.

Protective rights: There are no collateral requirements, redemption options, or creditor rights associated with

the convertible preferred stock instruments. There are no provisions that are substantively protective covenants.

Redemption feature (only upon failure of a deemed liquidation event): The convertible preferred stock is neither

mandatorily redeemable nor redeemable at the option of the holders. Redemption shall occur by the holders

exercising their right only if the Company fails to affect a deemed liquidation event within a specified time period.

There were no preferred stock redemptions during 2025 or 2024.