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(a) Recent Sales of Unregistered Equity Securities
−Removed: From April 1, 2025 to (but not including) June 12, 2025 (the date of the filing of our Registration Statement on Form S-8), we granted an aggregate of 7,213,334 RSUs, including performance-based and market-based PSUs, under our 2012 Equity Incentive Plan to our employees to be settled in shares of our Class A common stock.
−Removed: On June 13, 2025, we exchanged a total of 32,182,289 shares of Class A common stock held by Christopher Britt, our co-founder, Chairperson, and Chief Executive Officer;
−Removed: Ryan King, our co-founder and a member of our board of directors;
−Removed: and certain related entities for an equivalent number of shares of Class B common stock pursuant to the terms of certain exchange agreements.
−Removed: No additional consideration was paid in connection with the exchange.
−Removed: We believe the offers, sales, and issuances of the above securities were exempt from registration under the Securities Act pursuant to Section 3(a)(9) of the Securities Act because our securities were exchanged by us with our existing security holders exclusively where no commission or other remuneration was paid or given directly or indirectly for soliciting such exchange.
−Removed: None of the foregoing transactions involved any underwriters, underwriting discounts or commissions, or any public offering.
−Removed: We believe the offers, sales and issuances of the above securities were exempt from registration under the Securities Act (or Regulation D or Regulation S promulgated thereunder) by virtue of Section 4(a)(2) of the Securities Act because the issuance of securities to the recipients did not involve a public offering, or in reliance on Rule 701 because the transactions were pursuant to compensatory benefit plans or contracts relating to compensation as provided under such rule.
−Removed: The recipients of the securities in each of these transactions represented their intentions to acquire the securities for investment only and not with a view to or for sale in connection with any distribution thereof, and appropriate legends were placed upon the stock certificates issued in these transactions.
−Removed: All recipients had adequate access, through their relationships with us, to information about us.
−Removed: The sales of these securities were made without any general solicitation or advertising.
(b) Use of Proceeds
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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.