DEF 14A of Amplitude, Inc., Apr 24, 2026

DEF 14A of Amplitude, Inc.

Filed Apr 24, 2026 · FY20250001140361-26-016728

Open on EDGAR

  1. Nominees For Class II Director (terms to expire at the 2029 Annual Meeting of Stockholders)

    | Pat Grady | | Pat Grady has served as a member of our Board since November 2018. Mr. Grady is a Partner of Sequoia Capital, a technology-focused venture capital firm that he joined in March 2007. He also serves on the Boards of Directors of numerous privately-held technology companies, including Attentive Mobile, Inc., Cribl, Inc., Pilot.com, Inc., Watershed, Harvey, Day AI, Inc. and OpenEvidence Inc. He previously served on the Boards of Directors of Okta, Inc., a publicly-traded identity and access management company, from May 2014 to June 2023, and Embark Trucks Inc., a publicly-traded autonomous trucking company, from May 2018 to August 2023, and on the Boards of Directors of numerous privately-held technology companies, including MarkLogic Corporation, Prosper Marketplace, Inc., and Namely, Inc.. Mr. Grady received a B.S. in Economics from Boston College. We believe that Mr. Grady is qualified to serve on our Board due to his extensive experience in the venture capital industry and his knowledge of scaling technology companies. |

  2. Nominees For Class II Director (terms to expire at the 2029 Annual Meeting of Stockholders)

    | Curtis Liu | | Curtis Liu is our co-founder and has served as our Chief Technology Officer and as a member of our Board since 2011. Mr. Liu previously worked as a Software Engineer at Google LLC, a technology company, from August 2010 to August 2011. He received a B.S. in Electrical Engineering and Computer Science from MIT. While at MIT, he won MIT’s largest programming competition, Battlecode, in 2010. We believe that Mr. Liu is qualified to serve on our Board due to his perspective, experience and leadership as our Chief Technology Officer. |

  3. Nominees For Class II Director (terms to expire at the 2029 Annual Meeting of Stockholders)

    | Catherine Wong | | Catherine Wong has served as a member of our Board since June 2021. Since March 2023, Ms. Wong has served as Chief Operating Officer and Chief Product Officer of Entrata, Inc., a property management software company. Prior to Entrata, Ms. Wong held various roles at Domo, Inc., a publicly-traded cloud-based business intelligence platform, serving as Chief Operating Officer and Executive Vice President, Engineering from November 2015 to January 2023, after serving as Chief Product Officer and Executive Vice President, Engineering from November 2015 to March 2022 and Senior Vice President, Engineering from September 2013 to November 2015. Ms. Wong continued to provide advisory services to Domo through March 2023. Prior to joining Domo, Ms. Wong was Vice President, Engineering at Adobe Inc., a software company, from August 2009 to August 2013, and previously held various roles at Omniture, Inc., an online marketing and web analytics company, prior to its acquisition by Adobe. She currently serves on the Boards of Directors of Human Interest, Inc., an employee benefit plan provider, and the Women Tech Council. Ms. Wong received a B.S. in Computer Science from Brigham Young University. We believe that Ms. Wong is qualified to serve on our Board due to her extensive experience as a senior engineering executive at enterprise technology companies and her deep knowledge of our industry. |

  4. Continuing Directors Not Standing for Election at the Annual Meeting

    Continuing Directors Not Standing for Election at the Annual Meeting The current continuing members of the Board who are not standing for election at the Annual Meeting are discussed below.

  5. Continuing Directors Not Standing for Election at the Annual Meeting

    | Name | Age | Position with the Company | Class / Term Expires | | Erica Schultz | 52 | Director | Class I / 2028 | | Spenser Skates | 37 | Chief Executive Officer, President and Director | Class I / 2028 | | Tien Tzuo | 58 | Director | Class I / 2028 | | Ron Gill | 60 | Director | Class III / 2027 | | James Whitehurst | 58 | Director | Class III / 2027 |

  6. Continuing Directors Not Standing for Election at the Annual Meeting

    | 2026 Proxy Statement | 11 | |

  7. Continuing Directors Not Standing for Election at the Annual Meeting

    The principal occupations and business experience, for at least the past five years, of each continuing director not standing for election at the Annual Meeting are as follows:

  8. Continuing Directors Not Standing for Election at the Annual Meeting

    | Erica Schultz | | Erica Schultz has served as a member of our Board since December 2020. Since January 2019, Ms. Schultz has served as a Limited Partner and Fund Advisor at Operator Collective, a venture capital fund. From October 2019 to May 2025, Ms. Schultz served as President of Field Operations at Confluent, Inc., a publicly-traded data solutions provider. Prior to joining Confluent, Ms. Schultz held various leadership positions at New Relic, Inc., a cloud-based software company, from June 2014 to October 2019, most recently serving as Chief Revenue Officer. She previously served as Executive Vice President of Global Sales, Services and Field Operations at LivePerson, Inc., a digital engagement company, from May 2013 to March 2014, after serving as Executive Vice President of Global Sales from February 2012 to May 2013. From November 1995 to January 2012, Ms. Schultz served in various roles at Oracle Corporation, a computing infrastructure and software company. She received a B.A. in Spanish and Latin American Studies from Dartmouth College, where she served as a member of the Board of Trustees from June 2016 to June 2024. We believe that Ms. Schultz is qualified to serve on our Board due to her sales expertise and extensive management experience as a senior executive at enterprise technology companies. |

  9. Continuing Directors Not Standing for Election at the Annual Meeting

    | Spenser Skates | | Spenser Skates is our co-founder and has served as our Chief Executive Officer and as a member of our Board since 2011 and as our President since April 2026. Mr. Skates previously worked as an algorithmic trader at DRW Trading Group, a diversified trading firm, from July 2010 to March 2011. He received a B.S. in Biological Engineering from the Massachusetts Institute of Technology (“MIT”). While at MIT, he won MIT’s largest programming competition, Battlecode, in 2009 and 2010. We believe that Mr. Skates is qualified to serve on our Board due to the valuable expertise and perspective he brings in his capacity as our Chief Executive Officer and because of his extensive experience and knowledge of our industry. |

  10. Continuing Directors Not Standing for Election at the Annual Meeting

    | Tien Tzuo | | Tien Tzuo has served as a member of our Board since February 2025. Since November 2007, Mr. Tzuo has served as Chief Executive Officer of Zuora, Inc., a monetization platform. Prior to founding Zuora, Inc., Mr. Tzuo was Chief Strategy Officer at Salesforce, Inc., a provider of customer relationship management software, from 2005 to 2008, after serving as Chief Marketing Officer from 2003 to 2005. Since 2007, Mr. Tzuo has served on the Board of Directors of Zuora, Inc., which was publicly traded from April 2018 until it was acquired in February 2025. He previously served on the Board of Directors of Vonage Holdings Corp., a cloud communications provider, from July 2020 until its acquisition by Ericsson in July 2022. Mr. Tzuo holds a B.S. in Electrical Engineering from Cornell University and an M.B.A. from Stanford University. We believe that Mr. Tzuo is qualified to serve on our Board due to his extensive operational and marketing expertise and his service as a board member of another technology company. |

  11. Continuing Directors Not Standing for Election at the Annual Meeting

    | 2026 Proxy Statement | 12 | |

  12. Continuing Directors Not Standing for Election at the Annual Meeting

    | Ron Gill | | Ron Gill has served as a member of our Board since June 2019. Mr. Gill has served as Chief Financial Officer of Benchling, Inc. since June 2024. He served as an Operating Partner of Lead Edge Capital, a growth equity investment firm, from June 2018 to June 2024. From August 2007 to March 2017, Mr. Gill held multiple financial leadership positions at NetSuite, Inc., a cloud computing company, most recently serving as Chief Financial Officer from July 2010 to March 2017, including through NetSuite’s acquisition by Oracle in 2016. He previously held a variety of financial positions with several technology companies, including Hyperion Solutions, SAP SE, Dell Inc., and Sony Group Corporation. Mr. Gill has served on the Board of Directors of HubSpot, Inc., a publicly-traded customer relationship management software company, since June 2012. Mr. Gill received a B.A. in Finance and Economics from Baylor University and an M.I.B. in International Business from the University of South Carolina. We believe that Mr. Gill is qualified to serve on our Board due to his extensive experience as a senior executive at public technology companies and his deep financial expertise. |

  13. Continuing Directors Not Standing for Election at the Annual Meeting

    | James Whitehurst | | James Whitehurst has served as a member of our Board since September 2021. Mr. Whitehurst has served on the Board of Directors for Qualtrics since May 2024. He also served as the Co-Chief Executive Officer of Qualtrics from October 2025 to February 2026. Mr. Whitehurst has served as Managing Director of Silver Lake Partners, a technology investment firm, since May 2024, after previously serving as a Special Advisor from March 2021 to May 2024. He previously served as interim Chief Executive Officer and President of Unity Software Inc., a publicly-traded software development company, from October 2023 to May 2024, and as a Senior Advisor at International Business Machines Corporation (“IBM”), a global technology company, from July 2021 to May 2022, after serving as President from April 2020 to July 2021 and as Senior Vice President from July 2019 to April 2020. From January 2008 to April 2020, he served as Chief Executive Officer of Red Hat, Inc., an open source software company, including through Red Hat’s acquisition by IBM in July 2019. Prior to joining Red Hat, Mr. Whitehurst held various leadership positions at Delta Air Lines, Inc., a global airline operator, from January 2002 to August 2007, and Boston Consulting Group, a management consulting firm, from September 1989 to December 2001. Mr. Whitehurst has served on the Boards of Directors of United Airlines Holdings, Inc., a publicly-traded global airline operator, since March 2016, Unity Technologies since October 2023 and as Executive Chair since May 2024, Software AG, a software company traded on a foreign stock exchange, since January 2023, and Qualtrics, Inc., a provider of experience management software, since May 2024. Mr. Whitehurst previously served on the Boards of Directors of multiple publicly-traded companies, including Red Hat, from January 2008 to July 2019, SecureWorks Corp., a cybersecurity company, from April 2016 to April 2019, and DigitalGlobe, Inc., a builder and operator of satellites for digital imaging, from August 2009 to May 2016. Mr. Whitehurst received a B.A. in Computer Science and Economics from Rice University and an M.B.A. from Harvard Business School. We believe that Mr. Whitehurst is qualified to serve on our Board due to his extensive operational and management expertise and his experience as a public company chief executive officer and as a board member of publicly-traded technology companies. |

  14. Continuing Directors Not Standing for Election at the Annual Meeting

    | 2026 Proxy Statement | 13 | |

  15. Continuing Directors Not Standing for Election at the Annual Meeting

    Proposal No. 2: Ratification of Appointment of Independent Registered Public Accounting Firm Our Audit Committee has appointed KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026. Our Board has directed that this appointment be submitted to our stockholders for ratification at the Annual Meeting. Although ratification of our appointment of KPMG LLP is not required, we value the opinions of our stockholders and believe that stockholder ratification of our appointment is a good corporate governance practice. KPMG LLP also served as our independent registered public accounting firm for the fiscal year ended December 31, 2025, and has served as our independent registered public accounting firm since 2017. Neither the accounting firm nor any of its members has any direct or indirect financial interest in, or any connection with, us in any capacity other than as our auditors, providing audit and non-audit related services. A representative of KPMG LLP is expected to attend the Annual Meeting and to have an opportunity to make a statement and be available to respond to appropriate questions from stockholders. In the event that the appointment of KPMG LLP is not ratified by the stockholders, the Audit Committee will consider this fact when it determines whether to retain KPMG LLP. Even if the appointment of KPMG LLP is ratified, the Audit Committee retains the discretion to appoint a different independent registered public accounting firm at any time if it determines that such a change is in the interest of the Company.

  16. Vote Required

    | Nathaniel Crook | | Nathaniel Crook has served as our Chief Commercial Officer since February 2026. He previously served as our Chief Revenue Officer, from April 2023 to February 2026. Mr. Crook served as Chief Revenue Officer of Instabase, a software company, from August 2021 to April 2023. Prior to that, he held a series of senior leadership roles at Microsoft, a technology company, from April 2013 to July of 2021, including his last role as Global Vice President Sales, Strategic Accounts. Mr. Crook holds a B.S. in Physics and Mathematics from Muhlenberg College and a Graduate Diploma in Applied Information Technology from the Information Technology Institute. |

  17. Vote Required

    | Andrew Casey | | Andrew Casey has served as our Chief Financial Officer since August 2024. He previously served as the Chief Financial Officer of Lacework, Inc., a private cloud security company, from November 2022 to July 2024. Prior to joining Lacework, Mr. Casey served as Chief Financial Officer of WalkMe Ltd., a publicly-traded software company, from March 2020 to September 2022, and Senior Vice President of Finance and Business Operations of ServiceNow, Inc., a publicly-traded software company, from June 2014 to March 2020. Mr. Casey also previously held a variety of financial positions with several technology companies, including Hewlett-Packard, NortonLifeLock Inc. (formerly Symantec), Oracle, and Sun Microsystems. Mr. Casey has served on the Board of Directors of the Boys & Girls Clubs of the Peninsula since July 2020. Mr. Casey holds a B.S. in Economics from the University of Redlands and an M.B.A. from the Drucker School of Management at Claremont Graduate University, and is a certified managerial accountant. |

  18. Executive Compensation Philosophy and Objectives

    | • | Align our target total direct compensation opportunities to our long-term growth-oriented business goals and strategic priorities; |

  19. Executive Compensation Policies and Practices

    | | What We Do | | What We Do Not Do | | ✔ | Emphasize performance-based, at risk compensation. | ✘ | Do not grant uncapped cash incentives or guaranteed equity compensation. | | ✔ | Emphasize the use of equity compensation to promote executive retention and reward long-term value creation. | ✘ | Do not provide significant perquisites. | | ✔ | Weight the overall pay mix towards incentive compensation for senior executives. | ✘ | Do not provide any compensation-related tax gross-ups. |

  20. Executive Compensation Policies and Practices

    | | What We Do | | What We Do Not Do | | ✔ | Engage an independent compensation consultant to advise our Compensation Committee. | ✘ | Do not reprice our stock option awards. | | ✔ | Maintain a Policy for Recovery of Erroneously Awarded Compensation compliant with SEC and Nasdaq rules. | | |

  21. Compensation-Setting Process

    Compensation-Setting Process Role of Compensation Committee, Board of Directors, and CEO The Compensation Committee, composed of independent, non-employee members of the Board, oversees the executive compensation program for our executive officers, except for our CEO whose compensation is approved by the independent members of the full Board. The Compensation Committee and the Board work closely with Compensia, the Compensation Committee’s compensation consultant to collect and analyze competitive market compensation data and stay abreast of compensation trends and developments. The Compensation Committee also seeks the input of our CEO (except with respect to his own compensation) to examine the effectiveness of our executive compensation program throughout the year. During fiscal year 2025, the independent members of the full Board, with respect to our CEO, and our Compensation Committee, with respect to each other named executive officer, were responsible for designing and administering our executive compensation program and making compensation decisions. In each case, the independent members of the full Board and the Compensation Committee as they determined these compensation arrangements were also influenced by a variety of factors, including the relevant experience of the individual, competitive standards of pay, business conditions, and Company and individual performance. Our CEO made recommendations to the Compensation Committee to assist in determining fiscal year 2025 compensation levels for our executive officers, including our other named executive officers. While the Compensation Committee considered this information, the ultimate decisions regarding fiscal year 2025 executive compensation were made by the Compensation Committee and the independent members of the full Board exercising their own independent judgment. Role of Compensation Consultant When making compensation decisions in fiscal year 2025, our Compensation Committee considered compensation data and an analysis of this data prepared by Compensia to provide guidance regarding our executive compensation program and how our compensation practices compare to the compensation practices of the competitive market (based on the companies comprising the compensation peer group companies). The Compensation Committee analyzed public company market data for executive compensation as a general indicator of relevant competitive market conditions and pay practices, focusing on revenue, industry, talent competitors, operating income, etc. In particular, our Compensation Committee reviewed an analysis of competitive market compensation data from the following group of peer companies as a reference source, developed in consultation with Compensia:

  22. Compensation-Setting Process

    In updating the compensation peer group for fiscal year 2025, the Compensation Committee removed one peer because it exceeded our target market capitalization range (Varonis Systems) and added one peer (BigCommerce Holdings) as it met our peer group selection criteria. The Compensation Committee reviewed our named executive officer compensation against an analysis of competitive market compensation data and practices of this compensation peer group to ensure that our named executive officer compensation is competitive and sufficient to recruit and retain our named executive officers. While the Compensation Committee and the Board considered this analysis in evaluating the compensation of our executive officers, including our CEO, they did not seek to benchmark our executive officer compensation to any particular level. The Compensation Committee has evaluated Compensia’s independence pursuant to the Nasdaq listing requirements and SEC rules and concluded that Compensia’s work did not give rise to a conflict of interest that would have prevented Compensia from serving as an independent consultant to the Compensation Committee currently or during fiscal year 2025. Our Compensation Committee expects to periodically review and update this compensation peer group and to utilize Compensia for peer group data and analysis in determining and developing future target total direct compensation packages for our executive officers. Previous Say-on-Pay Vote In setting the form and amount of compensation for our named executive officer, the Compensation Committee also considered the voting results from our most recent non-binding, advisory stockholder vote on the compensation of our NEOs (a “Say-on-Pay vote”) as well as feedback received from stockholders

  23. Elements of Our Executive Compensation Program

    | Compensation Element | Compensation Objectives Designed to be Achieved and Key Features | | Base Salary | Attract and retain key talent by providing base cash compensation at competitive levels | | Cash-Based Incentive Compensation | Provide variable short-term incentives based on achievement of specified financial, operational, and strategic goals | | Equity-Based Incentive Compensation | Provide long-term incentives to drive financial and operational performance and stockholder value creation | | Severance and Other Benefits Potentially Payable upon Termination of Employment or Change in Control | Create clarity around termination or change of control events and provide for retention of our executive officers | | Health and Welfare Benefits/Perquisites | Attract and retain key talent by providing competitive health and welfare benefit programs |

  24. Elements of Our Executive Compensation Program

    The actual base salaries paid to our named executive officers during fiscal year 2025 are set forth in the “Fiscal 2025 Summary Compensation Table” below. Cash-Based Incentive Compensation In June 2023, our Compensation Committee adopted an Executive Bonus Plan (the “Bonus Plan”) pursuant to which certain of our executive officers, including Messrs. Skates, Casey, Hansen, and Liu were eligible to earn performance-based cash incentive awards based on the Company’s financial and operational performance in fiscal year 2025. Our Compensation Committee believes that the annual performance measures used in the Bonus Plan contribute to driving long-term stockholder value creation, play an important role in influencing executive performance, and are an important element of our executive compensation program to help attract, motivate, reward, and retain our executive officers. Under the Bonus Plan, our Compensation Committee approves company-wide performance objectives each year, which serve as the basis for determining the eligibility for, and amount of, bonus awards. For fiscal year 2025, performance under the Bonus Plan was measured both for the period of January 1, 2025 through June 30, 2025 (the “Semi-Annual Bonus Period”), and for the full year period January 1, 2025 through December 31, 2025 (the “Annual Bonus Period”), and bonuses were paid under the Bonus Plan semi-annually in September 2025 (for the Semi-Annual Bonus Period) and March 2026 (for the Annual Bonus Period). Our Compensation Committee reviews our actual achievement against the target levels for the pre-established performance measures and determines the bonus awards, if any, to be paid under the Bonus Plan. Our Compensation Committee may increase or decrease awards under the Bonus Plan in its discretion based on factors the Compensation Committee deems appropriate. For fiscal year 2026, the Compensation Committee has again approved measurement of performance to be conducted both for the period of January 1, 2026 through June 30, 2026, and for the full year period January 1, 2026 through December 31, 2026, and has approved bonuses to be paid under the Bonus Plan semi-annually in approximately September 2026 (for the performance period of January 1, 2026 through June 30, 2026) and March 2027 (for the full year performance period of January 1, 2026 through December 31, 2026). For 2025, the target bonus opportunities (calculated as a percentage of salary) for each NEO were 100% for Mr. Hansen, 75% for Mr. Skates, 50% for Mr. Casey and 37.5% for Mr. Liu. For the Semi-Annual Bonus Period and Annual Bonus Period, the target bonus opportunity was 50% of each NEO’s annual target bonus opportunity (that is, 50% of base salary for Mr. Hansen, 37.5% for Mr. Skates, 25% of base salary for Mr. Casey, and 18.75% for Mr. Liu); provided that, for the Semi-Annual Bonus Period, the actual amount earned cannot exceed 100% of each NEO’s annual target bonus opportunity (so 50% of the annual target bonus opportunity).

  25. Elements of Our Executive Compensation Program

    For fiscal year 2025, the Compensation Committee selected the following two performance measures for the Bonus Plan: (1) net new annual recurring revenue (“ARR”) and (2) non-GAAP operating income (loss). We define non-GAAP income (loss) from operations as U.S. GAAP income (loss) from operations, excluding stock-based compensation expense and related employer payroll taxes, amortization of acquired intangible assets, and non-recurring cost such as restructuring and other related charges. We define net new ARR as the net increase in the annualized value of active customer subscription agreements during a performance period. Performance was measured for the Semi-Annual Bonus Period and for the Annual Bonus Period, and were weighted as follows: 70% for net new ARR and 30% for non-GAAP operating income (loss). The total payout among both performance periods could range from 0% to 200% of each named executive officer’s target annual cash opportunity; provided that, for the Semi-Annual Bonus Period, the actual amount earned cannot exceed 100% of target (that is, 50% of the annual target). The bonus plan funding percentage (which we call the bonus driver) for the non-GAAP operating income is funded linearly based on achievement compared to target and the minimum achievement of $-2.787 million. The bonus driver for the net new ARR has an accelerator of 1.67% for every 1% achieved above the target amount. The following information highlights our fiscal year 2025 net new ARR and non-GAAP operating income target levels compared to our actual results and related achievement for both the Semi-Annual Bonus Period and the Annual Bonus Period. For the Semi-Annual Bonus Period, we exceeded the targeted net new ARR performance level of $19.7 million (with an achievement of $23.4 million). Our non-GAAP operating income exceeded the target level of -$3.7 million (with -$3.6 million). Based on these achievement percentages and the relative weighting of these performance measures, the total calculated payout percentage for the Semi-Annual Bonus Period was capped at 100% and each NEO received a bonus payout of 100% of their target bonus opportunity for the Semi-Annual Bonus Period (that is, 50% of their annual target bonus opportunity). For the 12-month period ended December 31, 2025, we recorded $53.8 million in net new ARR, which was 115.6% of the target net new ARR performance level of $46.6 million. The resulting bonus driver was 126% with a payout associated with net new ARR of 88.2%. Our non-GAAP operating income fell short of the target level of $6.5 million, resulting in an associated bonus driver of 42%. Based on the achievement and weighting of these performance measures, the total payout percentage for fiscal year 2025 was equal to 100.9% of the target cash bonus opportunity of the 50% of their annual target bonus opportunity reserved for payment based on our full year financial performance.

  26. Elements of Our Executive Compensation Program

    | Measure | Weight | Original Target | Actual | Bonus Driver | Payout (Bonus Driver x Weight) | | Net New ARR | 70% | $46.6 million | $53.8 million | 126% | 88.2% | | Non-GAAP Operating Income | 30% | $6.5 million | $1.2 million | 42% | 12.7% | | | | | | | 100.9% |

  27. Elements of Our Executive Compensation Program

    | Named Executive Officer | Aggregate Target Bonus Opportunity (as % of annual base salary) | 2025 Semi- Annual Bonus Payment ($) | Semi-Annual Bonus Payment as a % of Target Bonus | 2025 Annual Bonus Payment ($) | Annual Bonus Payment as a % of Target Bonus Opportunity | | Spenser Skates | 75% | 168,750 | 50% | 170,269 | 50.45% | | Andrew Casey | 50% | 125,000 | 50% | 126,125 | 50.45% | | Thomas Hansen | 100% | 250,000 | 50% | 252,250 | 50.45% | | Curtis Liu | 37.5% | 75,000 | 50% | 75,675 | 50.45% |

  28. Elements of Our Executive Compensation Program

    The actual annual cash bonuses paid to our named executive officers during fiscal year 2025 are set forth in the “Fiscal 2025 Summary Compensation Table” below. For fiscal year 2026, our Compensation Committee has approved a similar Executive Bonus Plan and are contemplating participation in such plan by several of our executive officers, including Messrs. Casey, Crook, Skates, and Liu. Equity-Based Incentive Compensation We view equity-based incentive compensation as a critical element of our balanced total executive compensation program. Equity-based compensation creates an ownership culture among our executive officers, including our named executive officers, that provides an incentive to contribute to the continued growth and development of our business and aligns the interests of our executive officers with those of our stockholders. We have historically granted stock options and restricted stock unit (“RSU”) awards to our executive officers. When determining the size of the equity awards for our NEOs, the independent members of the full Board and/or our Compensation Committee, as applicable, take into account the size and the retention hold of past equity awards, the NEO’s position (level) in the Company, and the NEO’s value for the Company based on his or her experience, innovation, expertise, and leadership capabilities. The Compensation Committee believes that equity awards in the form of stock options and RSU awards provide our executive officers with a strong incentive to build long-term value in the Company. Such awards vest according to the schedule set out in the applicable equity award agreement subject to the executive officer’s continued service with us through the applicable vesting dates. In addition, the exercise price of the stock options granted to our executive officers is equal to the fair market value of our Class A common stock on the date of grant.

  29. Elements of Our Executive Compensation Program

    The following table sets forth the RSU awards granted to our named executive officers in fiscal year 2025. Messrs. Casey, Hansen, and Liu’s equity awards were refresher awards granted in recognition of their continued service to the Company. The independent members of our Board, upon the recommendation of the Compensation Committee, decided not to grant an RSU award to Mr. Skates in fiscal year 2025. Our Compensation Committee determined to not grant any equity awards in the form of stock options in fiscal year 2025.

  30. Elements of Our Executive Compensation Program

    | Named Executive Officer | Options Granted | RSUs Granted | | Andrew Casey | — | 159,914(1) | | Thomas Hansen | — | 565,031(2) | | Curtis Liu | — | 852,878(1) |

  31. Elements of Our Executive Compensation Program

    | (1) 1/12th of the units subject to the RSU awards vest on each quarterly anniversary of February 15, 2025, subject to Messrs. Casey’s and Liu’s continued service through the applicable vesting date. |

  32. Elements of Our Executive Compensation Program

    | (2) 1/12th of the units subject to the RSU award vests on each quarterly anniversary of February 15, 2025, subject to Mr. Hansen’s continued service through each applicable vesting date. Mr. Hansen will remain an advisor through March 31, 2027, in accordance with his transition agreement he entered into in February 2026. As a result, the RSU award will continue vesting on the foregoing schedule, subject to his continued service, through March 31, 2027, and any remaining unvested RSUs subject to this RSU Award will be forfeited as of March 31, 2027. |

  33. Elements of Our Executive Compensation Program

    | • | short-term and long-term disability insurance; and |

  34. Other Retirement Plans

    Other Retirement Plans Other than with respect to our Section 401(k) Plan, our U.S. employees, including our NEOs, do not participate in any plan that provides for retirement payments and benefits, or payments and benefits that will be provided primarily following retirement. Employment and Severance Arrangements Below are summary descriptions of our employment agreements with each of our named executive officers in effect as of December 31, 2025. Each of our named executive officers’ employment is “at will” and may be terminated by us at any time. We are party to employment agreements with each of our named executive officers. Each of these agreements provides the named executive officer’s annual base salary and right to participate in the health and welfare benefit plans made available to other similarly situated executives. In addition, we maintain an Executive Severance Plan (the “Severance Plan”), adopted by our Compensation Committee on November 5, 2024, covering eligible executives, including each of our currently-employed NEOs. The Severance Plan supersedes in its entirety the severance benefits that each NEO is eligible to receive under their current employment agreement, and each NEO delivered a signed participation agreement agreeing to the waiver of any severance payments and benefits under their existing employment agreements. Under the Severance Plan, if a NEO’s employment with us is terminated without Cause or such NEO resigns for Good Reason (as each is defined in the employment agreement), the NEO will be entitled to receive: (i) a cash payment equal to six months base salary and any prorated amount of the NEO’s target annual bonus opportunity, if any, earned through the date of termination, and (ii) payment or reimbursement of the cost of continued healthcare coverage for six months. In lieu of the foregoing payments and benefits, if such NEO’s employment with us is terminated without Cause or such NEO resigns for Good Reason during the period commencing three months prior to a Change in Control (as defined in our 2021 Incentive Award Plan (the “2021 Plan”)) and ending on the 12-month anniversary

  35. Other Retirement Plans

    following such Change in Control, the applicable NEO will be entitled to receive: (i) a cash payment equal to 12 months base salary plus 100% of the NEO’s target annual cash-based incentive compensation opportunity, (ii) payment or reimbursement of the cost of continued healthcare coverage for 12 months, and (iii) full accelerated vesting of any of the NEO’s outstanding and unvested equity awards (except for any performance awards, which shall be governed by the terms of the applicable award agreement). The foregoing severance payments and benefits are subject to the applicable NEO’s delivery of an executed general release of claims against us and continued compliance with the NEO’s confidentiality agreement with us. In addition, each of our named executive officers has executed our standard confidential information and invention assignment agreement. We do not have any agreements with our named executive officers guaranteeing any tax reimbursement or “gross-up” payments on severance or change in control payments or benefits. See “Potential Payments Upon Termination or Change in Control” for information regarding these post-employment compensation arrangements, including an estimate of the payments and benefits that would have been payable under these arrangements at the end of fiscal year 2025.

  36. Equity Grant Practices

    Equity Grant Practices We currently only grant restricted stock units to our employees. If we determined to grant options to purchase our common stock, including for our named executive officers, they would generally be based upon a predetermined schedule each year as a part of the annual compensation process. If annual long-term incentive compensation is determined to be appropriate, our Board, the Compensation Committee or applicable designee approves any annual grants of options for continuing employees in the first fiscal quarter commensurate with the prescheduled Board and Committee meetings. The grant dates of these options are generally selected so as not to be within a short period of time, as described in the SEC’s Staff Accounting Bulletin 120 (“SAB 120”), prior to the release of material nonpublic information (“MNPI”) such as on Forms 8-K, 10-Q or 10-K. Grants of options may occur at other times during the year due to business needs, such as for a newly hired employees or officers or newly appointed board members. The Board, Compensation Committee, or applicable designee does not anticipate the timing of disclosure of MNPI when determining the timing and terms of such awards, and we do not time the release of MNPI for the purpose of affecting the value of executive compensation. Generally, exercise prices are based on the closing price of the underlying common stock on the grant date, subject to the applicable rules for non-qualified stock options and incentive stock options under our equity plans. Vesting dates for options typically follow a standard monthly cadence and are not timed to anticipate the release of MNPI. There were no grants of options to our NEOs within four business days before or one business day after the release of MNPI on Forms 8-K, 10-Q or 10-K in fiscal year 2025. As such, no table of such option grants is presented under Item 402(x) of Regulation S-K.

  37. Equity Grant Practices

    | 2026 Proxy Statement | 41 | |

  38. Tax and Accounting Considerations

    Tax and Accounting Considerations As a general matter, the independent members of the full Board and the Compensation Committee review and consider the various tax and accounting implications of compensation programs we utilize. Taxation of Parachute Payments and Deferred Compensation Section 280G of the Internal Revenue Code disallows a company’s tax deduction for payments received by certain individuals in connection with a change in control to the extent that the payments exceed an amount approximately three times their average annual compensation and Section 4999 of the Internal Revenue Code imposes a 20% excise tax on those payments. Our Board will take into account the implications of Section 280G in determining potential payments to be made to our executive officers in connection with a change in control. Nevertheless, to the extent that certain payments upon a change in control are classified as excess parachute payments, such payments may not be deductible pursuant to Section 280G. Deductibility of Executive Compensation The Compensation Committee and our Board have considered the potential future effects of Section 162(m) of the Internal Revenue Code on the compensation paid to our executive officers. Section 162(m) disallows a tax deduction for any publicly-held corporation for individual compensation exceeding $1.0 million in any taxable year for “covered employees.” While we consider the tax deductibility of each element of executive compensation as a factor in our overall compensation program, the independent members of the full Board and the Compensation Committee, however, retain the discretion to approve compensation that may not qualify for the compensation deduction if, considering all applicable circumstances, it would be in our best interest for such compensation to be paid without regard to whether it may be tax deductible. Accounting for Stock-Based Compensation Under FASB ASC Topic 718, we are required to estimate the grant date “fair value” for each grant of equity award using various assumptions. This calculation is performed for accounting purposes and reported in the compensation tables below, even though recipients may never realize any value from their awards. FASB ASC Topic 718 also requires us to recognize the compensation cost of stock-based awards in our income statements over the period that an employee is required to render service in exchange for the award.

  39. Fiscal Year 2025 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2) | Option Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($) | Total ($) | | Spenser Skates | 2025 | 450,000 | — | — | — | 339,019 | — | 789,019 | | Chief Executive Officer | 2024 | 393,750 | — | — | — | — | — | 393,750 | | | 2023 | 300,000 | — | — | — | — | — | 300,000 | | Andrew Casey | 2025 | 500,000 | | 1,460,015 | — | 251,125 | — | 2,211,140 | | Chief Financial Officer | 2024 | 208,333 | 125,000 | 9,950,233 | — | 97,088 | — | 10,380,654 | | Thomas Hansen | 2025 | 500,000 | — | 5,158,733 | — | 502,250 | — | 6,160,983 | | President | 2024 | 500,000 | — | 9,630,000 | — | 464,500 | — | 10,594,500 | | | 2023 | 500,000 | — | 750,659 | 250,601 | 361,020 | — | 1,862,280 | | Curtis Liu(4) | 2025 | 393,276 | — | 7,786,776 | — | 150,675 | — | 8,330,727 | | Chief Technology Officer | 2024 | 350,000 | — | — | — | — | — | 350,000 | | | 2023 | 266,667 | — | — | — | — | — | 266,667 |

  40. Grants of Plan-Based Awards in Fiscal Year 2025 Table

    Grants of Plan-Based Awards in Fiscal Year 2025 Table The following table provides supplemental information relating to grants of plan-based awards made during fiscal year 2025 to help explain information provided above in our Fiscal 2025 Summary Compensation Table. Mr. Skates was not granted any equity award in fiscal year 2025.

  41. Grants of Plan-Based Awards in Fiscal Year 2025 Table

    | Name | Grant Date | Estimated Future Payouts Under Non- Equity Incentive Plan Awards Target ($)(1) | Maximum ($)(1) | All Other Stock Awards: Number of Shares of Stock or Units (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair value of Stock and Option Awards ($)(2) | | Spenser Skates | | | | | | | | | | — | 337,500 | 675,000 | — | — | — | — | | Thomas Hansen | 4/25/2025 | — | — | 565,031 | — | — | 5,158,733 | | | — | 500,000 | 1,000,000 | — | — | — | — | | Andrew Casey | 4/25/2025 | — | — | 159,914 | — | — | 1,460,015 | | | — | 250,000 | 500,000 | — | — | — | — | | Curtis Liu | 4/25/2025 | — | — | 852,878 | — | — | 7,786,776 | | | — | 150,000 | 300,000 | — | — | — | — |

  42. Grants of Plan-Based Awards in Fiscal Year 2025 Table

    | (1) Amounts reported in the target column represents the potential target short-term annual cash incentive award opportunity under our Bonus Plan based on achievement of the performance goals at 100% at both the semi-annual and annual performance periods. Amounts reported in the maximum column represents the potential maximum short-term annual cash incentive award opportunity under our Bonus Plan based on achievement of the performance goals which is capped at 200% of target. No threshold payouts were established under our Bonus Plan, and accordingly, the sub-columns Threshold ($) is not applicable and has not been presented. Additional information regarding the Bonus Plan is set forth in “Compensation Discussion and Analysis – Cash-Based Incentive Compensation” above. The actual amounts paid in September 2025 and March 2026, after determination of the Company’s financial results compared to the applicable performance criteria, are set forth in the “Fiscal Year Summary Compensation Table” above. |

  43. Grants of Plan-Based Awards in Fiscal Year 2025 Table

    | (2) Amounts reported represent the aggregate grant-date fair values of RSUs calculated in accordance with FASB ASC Topic 718 and based on the fair value of our common stock on the date of grant, which was determined as the closing market price per share of our Class A common stock on the date of grant. However, our NEOs may never realize any value from their equity awards. For a discussion of the assumptions and methodologies used to calculate the amounts reported for equity awards, please see Note 5 of the audited consolidated financial statements included in our Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on February 19, 2026. |

  44. Grants of Plan-Based Awards in Fiscal Year 2025 Table

    | 2026 Proxy Statement | 45 | |

  45. Fiscal 2025 Outstanding Equity Awards at Fiscal Year-End Table

    Fiscal 2025 Outstanding Equity Awards at Fiscal Year-End Table The following table lists all outstanding equity awards held by our NEOs as of December 31, 2025. The equity awards below are subject to certain vesting acceleration provisions as provided in the applicable NEO’s employment agreement, as discussed in “Employment and Severance Agreements” and the “Potential Payments Upon Termination or Change in Control Table.”

  46. Fiscal 2025 Outstanding Equity Awards at Fiscal Year-End Table

    | | | Option Awards | | | | Stock Awards | | | Name | Vesting Commencement Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(9) | | Spenser Skates | 01/01/2021(1) | 771,030 | — | 4.19 | 12/27/2030 | — | — | | | 09/21/2021(2) | 1,101,030 | — | 4.19 | 12/27/2030 | — | — | | Andrew Casey | 08/15/2024(6) | — | — | — | — | 656,595 | 7,603,370 | | | 02/15/2025(6) | — | — | — | — | 119,935 | 1,388,847 | | Thomas Hansen | 07/08/2022(3) | 461,250 | 213,750 | 14.62 | 07/15/2032 | — | — | | | 07/08/2022(4) | — | — | — | — | 300,000 | 3,474,000 | | | 08/15/2023(5) | 39,745 | — | 11.37 | 8/14/2033 | — | — | | | 02/15/2024(7) | — | — | — | — | 416,667 | 4,825,004 | | | 02/15/2025(8) | — | — | — | — | 423,773 | 4,907,291 | | Curtis Liu | 01/01/2021(1) | 129,967 | — | 4.19 | 12/27/2030 | — | — | | | 09/21/2021(2) | 515,515 | — | 4.19 | 12/27/2030 | — | — | | | 02/15/2025(6) | — | — | — | — | 639,658 | 7,407,240 |

  47. Fiscal 2025 Outstanding Equity Awards at Fiscal Year-End Table

    | (1) The shares subject to the option vest as to 1/48th of the shares on each month following the vesting commencement date, such that all awards will be fully vested on the four-year anniversary of the vesting commencement date, subject to the applicable NEO continuing to provide services to us through such vesting date. The option is exercisable prior to vesting subject to the applicable NEO agreeing that any shares that were exercised prior to vesting are subject to a right of repurchase in favor of us (although only a portion of the grant was exercisable prior to vesting). |

  48. Fiscal 2025 Outstanding Equity Awards at Fiscal Year-End Table

    | (2) The shares subject to the option vested as to 1/24th of the shares on each monthly anniversary of September 21, 2021, the date of effectiveness of the registration statement relating to our Direct Listing, such that the options were fully vested on September 21, 2023. The option was exercisable prior to vesting subject to the applicable NEO agreeing that any shares that were exercised prior to vesting are subject to a right of repurchase in favor of us. |

  49. Fiscal 2025 Outstanding Equity Awards at Fiscal Year-End Table

    | (3) The shares subject to the option vest as to 1/60th of the shares on each monthly anniversary of the vesting commencement date, subject to Mr. Hansen’s continued service through the applicable vesting date. Mr. Hansen will remain an advisor through March 31, 2027 (unless terminated earlier), so the award will continue vesting on the foregoing schedule, subject to his continued service, through March 31, 2027, and any remaining unvested options subject to the award shall be forfeited as of March 31, 2027. |

  50. Fiscal 2025 Outstanding Equity Awards at Fiscal Year-End Table

    | (4) The RSUs vest as to 1/20th of the RSUs on each quarterly anniversary of the vesting commencement date, such that all RSUs will be fully vested on May 15, 2027, subject to Mr. Hansen’s continued service through the applicable vesting date. Mr. Hansen will remain an advisor through March 31, 2027 (unless terminated earlier), so the RSU award will continue vesting on the foregoing schedule, subject to his continued service, through March 31, 2027, and any remaining unvested RSUs subject to this RSU Award shall be forfeited as of March 31, 2027. |

  51. Fiscal 2025 Outstanding Equity Awards at Fiscal Year-End Table

    | (5) The shares subject to the option vest as to 1/24th of the shares on each monthly anniversary of the vesting commencement date, such that all options were fully vested on August 15, 2025. |

  52. Fiscal 2025 Outstanding Equity Awards at Fiscal Year-End Table

    | (6) The RSUs vest as to 1/12th of the RSUs on each quarterly anniversary of the vesting commencement date, such that the award will be fully vested on the three-year anniversary of the vesting commencement date, subject to the NEO’s continued service through the applicable vesting date. |

  53. Fiscal 2025 Outstanding Equity Awards at Fiscal Year-End Table

    | 2026 Proxy Statement | 46 | |

  54. Fiscal 2025 Outstanding Equity Awards at Fiscal Year-End Table

    | (7) The RSUs vest as to 1/12th of the RSUs on each quarterly anniversary of the vesting commencement date, such that the award will be fully vested on February 15, 2027, subject to the Mr. Hansen’s continued service through the applicable vesting date. Mr. Hansen will remain an advisor through March 31, 2027 (unless terminated earlier), so the RSU award will continue vesting on the foregoing schedule, subject to his continued service, through February 15, 2027. |

  55. Fiscal 2025 Outstanding Equity Awards at Fiscal Year-End Table

    | (8) The RSUs vest as to 1/12th of the RSUs on each quarterly anniversary of the vesting commencement date, such that the award will be fully vested on the three-year anniversary of the vesting commencement date, subject to the Mr. Hansen’s continued service through the applicable vesting date. Mr. Hansen will remain an advisor through March 31, 2027 (unless terminated earlier), so the RSU award will continue vesting on the foregoing schedule, subject to his continued service, through March 31, 2027, and any remaining unvested RSUs subject to this RSU Award shall be forfeited as of March 31, 2027. |

  56. Fiscal 2025 Outstanding Equity Awards at Fiscal Year-End Table

    | (9) The market value of shares that have not vested is based on the closing trading price of our Class A common stock on the Nasdaq Capital Market on December 31, 2025 (which was the last trading day in 2025), which was $11.58. |

  57. Options Exercises and Stock Vested in Fiscal Year 2025 Table

    Options Exercises and Stock Vested in Fiscal Year 2025 Table The following table sets forth options that were exercised by our NEOs and time-based RSUs held by our NEOs that vested during fiscal year 2025.

  58. Options Exercises and Stock Vested in Fiscal Year 2025 Table

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#)(1) | Value Realized on Vesting ($)(2) | | Spenser Skates | — | — | — | — | | Andrew Casey | — | — | 415,177 | 4,808,046 | | Thomas Hansen | — | — | 699,349 | 8,095,137 | | Curtis Liu | | | 213,220 | 2,440,658 |

  59. Options Exercises and Stock Vested in Fiscal Year 2025 Table

    | (1) The number of shares reflected is equal to the gross number of RSU shares that vested prior to the application of tax withholding requirements. Accordingly, the NEO actually received fewer shares than the amounts set forth in the table above. |

  60. Options Exercises and Stock Vested in Fiscal Year 2025 Table

    | (2) The value realized on vesting is based upon the gross shares underlying the time-based RSU awards that vested multiplied by the market value of our Class A common stock on the vesting date. |

  61. Pension Benefits

    Pension Benefits None of our NEOs participated in, or had account balances in, qualified or non-qualified defined benefit plans sponsored by us during fiscal year 2025.

  62. Non-Qualified Deferred Compensation

    Non-Qualified Deferred Compensation None of our NEOs participated in, or had account balances in, non-qualified defined contribution plans or other deferred compensation plans maintained by us during fiscal year 2025.

  63. Non-Qualified Deferred Compensation

    | 2026 Proxy Statement | 47 | |

  64. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control We have entered into certain agreements with each of our named executive officers, as described above, that provide for potential payments upon a termination of employment, including a termination of employment in connection with a change in control of the Company. The following table summarizes the payments that would be made to our named executive officers upon the occurrence of certain qualifying terminations of employment and, in certain instances, a change in control of the Company, in any case, occurring on the last day of fiscal year 2025. Amounts shown do not include (i) accrued but unpaid base salary through the date of termination or (ii) other benefits earned or accrued by the named executive officer during his employment that are available to all salaried employees, such as accrued vacation, and assume that any successor company in a change in control assumed or substituted awards for any outstanding awards under the 2021 Plan. Since Mr. Hansen did not cease providing services until March 2026, we have included the amounts he would have been entitled to receive as of December 31, 2025.

  65. Potential Payments Upon Termination or Change in Control

    | Name | Benefit(1) | Termination Without Cause or for Good Reason / Cause (no Change in Control) ($) | Termination Without Cause or for Good Reason / Cause in Connection with a Change in Control ($) | | Spenser Skates | Cash(2) | 225,000 | 450,000 | | | Bonus(3) | 337,500 | 337,500 | | | Equity Acceleration(4) | — | — | | | COBRA Reimbursement(5) | 12,363 | 24,726 | | | Total | 574,863 | 812,226 | | Andrew Casey | Cash(2) | 250,000 | 500,000 | | | Bonus(3) | 250,000 | 250,000 | | | Equity Acceleration(4) | — | 8,992,217 | | | COBRA Reimbursement(5) | 11,302 | 22,605 | | | Total | 511,302 | 9,764,822 | | Thomas Hansen | Cash(2) | 250,000 | 500,000 | | | Bonus(3) | 500,000 | 500,000 | | | Equity Acceleration(4) | — | 13,206,295 | | | COBRA Reimbursement(5) | 14,519 | 29,038 | | | Total | 764,519 | 14,235,333 | | Curtis Liu | Cash(2) | 200,000 | 400,000 | | | Bonus(3) | 150,000 | 150,000 | | | Equity Acceleration(4) | — | 7,407,240 | | | COBRA Reimbursement(5) | 4,800 | 9,600 | | | Total | 354,800 | 7,966,840 |

  66. Potential Payments Upon Termination or Change in Control

    | (1) Severance payments and benefits are subject to the applicable NEO’s delivery of an executed release of claims against us and continued compliance with the NEO’s confidentiality agreement. |

  67. Potential Payments Upon Termination or Change in Control

    | (2) Represents a cash payment of (i) six months of base salary in the event of termination of employment without cause or for good reason outside a change in control of the Company; and (ii) 12 months of base salary in the event of termination of employment without cause or for good reason during the period commencing three months prior to a Change in Control (as defined in the 2021 Plan) and ending on the 12-month anniversary following such Change of Control. |

  68. Potential Payments Upon Termination or Change in Control

    | 2026 Proxy Statement | 48 | |

  69. Potential Payments Upon Termination or Change in Control

    | (3) Represents a cash payment of the prorated amount of the NEO’s target bonus outside a Change in Control and 100% of the NEO’s target bonus amount in the event of termination of employment without cause or for good reason during the period commencing three months prior to a Change in Control and ending on the 12-month anniversary following such Change in Control. |

  70. Potential Payments Upon Termination or Change in Control

    | (4) Represents the aggregate value of the NEO’s unvested equity awards that would have vested on an accelerated basis, based on the difference between the fair market value of our common stock ($11.58 per share as of December 31, 2025, the last trading date in 2025) and, if applicable, the options’ exercise prices in the event of termination of employment without cause or for good reason during the period commencing three months prior to a Change in Control and ending on the 12-month anniversary following such Change in Control. |

  71. Potential Payments Upon Termination or Change in Control

    | (5) Represents continued coverage under COBRA based on the incremental cost of our contribution as of December 31, 2025 to provide this coverage of (i) six months in the event of termination of employment without cause or for good reason outside a change in control; and (ii) 12 months in the event of termination of employment without cause or for good reason during the period commencing three months prior to a Change in Control and ending on the 12-month anniversary following such Change in Control. |

  72. CEO Pay Ratio

    CEO Pay Ratio As required by Item 402(u) of Regulation S-K, we are required to disclose the ratio of our CEO’s annual total compensation to the median of the annual total compensation of our other employees. The annual total compensation for 2025 for our CEO was $789,019, as reported in the Fiscal Year 2025 Summary Compensation Table. The annual total compensation for 2025 for our median employee, identified as discussed below, was $229,833. Based on this information, for fiscal year 2025, the ratio of the annual total compensation of our CEO to the median of the annual total compensation of our other employees was approximately 3.43 to 1. For purposes of calculating the CEO pay ratio above, we used a new median employee who was identified for fiscal year 2025 (since the last time we determined a median employee was December 31, 2022). Methodology, Assumptions, and Estimates Used in Determining our Pay Ratio Disclosure We chose December 31, 2025 as the date for establishing the employee population used in identifying the median employee and used calendar year 2025 as the measurement period. We identified the median employee using the consistently applied compensation measure of total cash on-target earnings (annualized base salary plus target variable compensation) for each employee employed as of December 31, 2025 (other than our CEO). We annualized the compensation measure for permanent employees who joined in 2025. We captured all full-time, part-time, fixed term and professional employer organization employees, consisting of approximately 779 individuals. We did not have any temporary or seasonal employees. The annual total compensation of the median employee and the annual total compensation of our CEO were calculated in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K. The pay ratio reported above is a reasonable estimate calculated in a manner consistent with SEC rules based on our internal records and the methodology described above. Because the SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices, the pay ratio reported above should not be used as a basis for comparison between companies by other companies. In addition, we expect our annually reported pay ratio may vary significantly year over year, given our size and the potential variability in our employee compensation.

  73. CEO Pay Ratio

    | 2026 Proxy Statement | 49 | |

  74. Pay Versus Performance

    Pay Versus Performance Fiscal Year 2025 Pay Versus Performance Table As required by Item 402(v) of Regulation S-K, we are providing the following information about the relationship between the executive compensation actually paid to our named executive officers for the fiscal years ended December 31, 2025, December 31, 2024, December 31, 2023, December 31, 2022, and December 31, 2021 and certain aspects of our financial performance. For further information concerning our “pay for performance” philosophy and how we align executive compensation with our performance, please refer to “Executive Compensation – Compensation Discussion and Analysis.”

  75. Pay Versus Performance

    | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | | | | | | Value of Initial Fixed $100 Investment Based on: | | | | | Year | Summary Compensation Table Total for PEO ($)(1) | Compensation Actually Paid to PEO($)(2) | Average Summary Compensation Table Total for Non-PEO Named Executive Officers ($)(3) | Average Compensation Actually Paid to Non- PEO Named Executive Officers ($)(4) | Total Stockholder Return($)(5) | Peer Group Total Stockholder Return($)(6) | Net Income (Loss) (in millions) ($)(7) | Company- Selected Measure – GAAP Revenue (in millions) ($) | | 2025 | $789,019 | $789,075 | $5,567,617 | $7,058,491 | $21.13 | $66.74 | ($88.54) | $343 | | 2024 | $393,750 | ($342,044) | $6,131,553 | $3,421,799 | $19.25 | $66.10 | ($94.32) | $299 | | 2023 | $300,000 | $147,456 | $3,351,589 | $2,242,561 | $23.21 | $61.33 | ($90.36) | $276 | | 2022 | $450,000 | ($70,416,709) | $7,994,979 | ($14,202,174) | $22.04 | $43.78 | ($93.38) | $238 | | 2021 | $450,000 | $102,026,238 | $771,571 | $40,646,680 | $96.61 | $90.31 | ($74.98) | $167 |

  76. Pay Versus Performance

    | (1) The dollar amounts reported in column (b) represent the amount of total compensation reported for Mr. Skates (our “PEO”) for each covered fiscal year in the “Total” column of the Summary Compensation Table for such fiscal year. Please refer to “Executive Compensation – Executive Compensation Tables – Fiscal Year 2025 Summary Compensation Table.” |

  77. Pay Versus Performance

    | (2) The dollar amounts reported in column (c) represent the amount of executive “compensation actually paid” (“CAP”) to our PEO, as computed in accordance with Item 402(v) of Regulation S-K for each covered fiscal year. The dollar amounts do not reflect the actual amount of compensation earned or received by or paid to our PEO in each covered fiscal year. Our PEO does not participate in a defined benefit plan, so no adjustment for pension benefits is included in the table below. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to our PEO’s total compensation for each covered fiscal year to determine his CAP: |

  78. Pay Versus Performance

    | Year | Reported Summary Compensation Table Total for PEO | Reported Value of Equity Awards (a) | Equity Award Adjustments (b) | Compensation Actually Paid to PEO | | 2025 | $789,019 | $0 | $56 | $789,075 | | 2024 | $393,750 | $0 | ($735,794) | ($342,044) | | 2023 | $300,000 | $0 | ($152,544) | $147,456 | | 2022 | $450,000 | $0 | ($70,866,709) | ($70,416,709) | | 2021 | $450,000 | $0 | $101,576,238 | $102,026,238 |

  79. Pay Versus Performance

    | (a) The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for each covered fiscal year. |

  80. Pay Versus Performance

    | (b) The equity award adjustments for each covered fiscal year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the covered fiscal year that are outstanding and unvested as of the end of the covered fiscal year; (ii) the amount equal to the change as of the end of the covered fiscal year (from the end of the prior fiscal year) in fair value (whether positive or negative) of any equity awards granted in any prior fiscal year that are |

  81. Pay Versus Performance

    | 2026 Proxy Statement | 50 | |

  82. Pay Versus Performance

    outstanding and unvested as of the end of the covered fiscal year; (iii) for equity awards that are granted and vest in the same covered fiscal year, the fair value as of the vesting date; (iv) for equity awards granted in any prior fiscal year for which all applicable vesting conditions were satisfied at the end of or during the covered fiscal year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value (whether positive or negative); (v) for equity awards granted in any prior fiscal year that are determined to fail to meet the applicable vesting conditions during the covered fiscal year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the covered fiscal year prior to the vesting date that are not otherwise included in the total compensation for the covered fiscal year. The valuation assumptions used to calculate the fair values of the stock options held by our PEO that vested during or were outstanding as of the end of each covered fiscal year materially differed from those valuation assumptions disclosed at the time of grant in the following respects: the expected term assumptions varied from seven years to ten years, the stock price volatility assumptions varied from 51.95% to 57.13%, and the risk-free interest rate assumptions varied from 1.09% to 4.75%, depending on the specific stock option the fair value of which was being recalculated. The valuation assumptions used to calculate the fair values of the RSU awards held by our PEO that vested during or were outstanding as of the end of each covered fiscal year did not materially differ from those valuation assumptions disclosed at the time of grant. For the majority of these values, the valuation was based on objective, observable market prices on the closing price on the day of vest. The amounts deducted or added in calculating the equity award adjustments are as follows:

  83. Pay Versus Performance

    | Year | Year End Fair Value of Equity Awards | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards | Fair Value as of Vesting Date of Equity Awards Granted and Vested in Year | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in Year | Fair Value at End of Prior Year of Equity Awards that Failed to Meet Vesting Conditions in Year | Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | Total Equity Award Adjustments | | 2025 | $0 | $0 | $0 | $56 | $0 | — | $56 | | 2024 | $0 | ($47,844) | $0 | ($687,949) | $0 | — | ($735,794) | | 2023 | $0 | $123,232 | $0 | ($275,776) | $0 | — | ($152,544) | | 2022 | $0 | ($41,690,077) | $0 | ($29,176,632) | $0 | — | ($70,866,709) | | 2021 | $0 | $87,392,626 | $0 | $14,183,612 | $0 | — | $101,576,238 |

  84. Pay Versus Performance

    | (3) The dollar amounts reported in column (d) represent the average of the amounts of total compensation reported for our named executive officers (our “Non-PEO NEOs”) as a group (excluding Mr. Skates, who has served as our PEO since 2012) for each covered fiscal year in the “Total” column of the Summary Compensation Table for such fiscal year. Please refer to “Executive Compensation – Executive Compensation Tables – Fiscal Year 2025 Summary Compensation Table.” The names of each Non-PEO NEO included for purposes of calculating the average of the amounts of total compensation in each covered fiscal year are as follows: (i) Andrew Casey, our Chief Financial Officer, Thomas Hansen, our President, and Curtis Liu, our Chief Technology Officer, (ii) for 2024, Andrew Casey, our Chief Financial Officer, Christopher Harms, our former Chief Financial Officer, Thomas Hansen, our President, and Curtis Liu, our Chief Technology Officer; (iii) for 2023, Christopher Harms, our Chief Financial Officer, Hoang Vuong, our former Chief Financial Officer, Thomas Hansen, our President, and Curtis Liu, our Chief Technology Officer; (iv) for 2022, Hoang Vuong, our Chief Financial Officer, Thomas Hansen, our President, Curtis Liu, our Chief Technology Officer, and Matthew Heinz, our Chief Revenue Officer; and (v) for 2021, Hoang Vuong, our Chief Financial Officer, and Matthew Heinz, our Chief Revenue Officer. |

  85. Pay Versus Performance

    | 2026 Proxy Statement | 51 | |

  86. Pay Versus Performance

    | (4) The dollar amounts reported in column (e) represent the average of the amount of executive CAP to our Non-PEO NEOs as a group, as computed in accordance with Item 402(v) of Regulation S-K for each covered fiscal year. The dollar amounts do not reflect the average actual amount of compensation earned or received by or paid to our Non-PEO NEOs as a group in each covered fiscal year. Our NEOs do not participate in a defined benefit plan, so no adjustment for pension benefits is included in the table below. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to the average of the total compensation of our Non-PEO NEOs as a group for each covered fiscal year to determine their CAP, using the same methodology described above in Note 2(b): |

  87. Pay Versus Performance

    | Year | Average Reported Summary Compensation Table Total for Non-PEO Named Executive Officers | Average Reported Value of Equity Awards (a) | Average Equity Award Adjustments (b) | Average Compensation Actually Paid to Non-PEO Named Executive Officers | | 2025 | $5,567,617 | $4,801,841 | $6,292,715 | $7,058,491 | | 2024 | $6,131,553 | ($5,558,623) | $2,848,869 | $3,421,799 | | 2023 | $3,351,589 | 2,864,822 | $1,755,794 | $2,242,561 | | 2022 | $7,994,979 | $7,496,242 | ($14,700,911) | ($14,202,174) | | 2021 | $771,571 | $0 | $39,875,109 | $40,646,680 |

  88. Pay Versus Performance

    | (a) The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for each covered fiscal year. |

  89. Pay Versus Performance

    | (b) The valuation assumptions used to calculate the fair values of the stock options held by our Non-PEO NEOs as a group that vested during or were outstanding as of the end of each covered fiscal year materially differed from those valuation assumptions disclosed at the time of grant in the following respects: the expected term assumptions varied from five years to ten years, the stock price volatility assumptions varied from 52.0% to 60.60%, and the risk-free interest rate assumptions varied from 0.9% to 4.75%, depending on the specific stock option the fair value of which was being recalculated. The valuation assumptions used to calculate the fair values of the RSU awards held by our Non-PEO NEOs as a group that vested during or were outstanding as of the end of each covered fiscal year did not materially differ from those valuation assumptions disclosed at the time of grant. For the majority of these values, the valuation was based on objective, observable market prices on the closing price on the day of vest. |

  90. Pay Versus Performance

    The amounts deducted or added in calculating the average total equity award adjustments are as follows:

  91. Pay Versus Performance

    | Year | Average Year End Fair Value of Equity Awards | Year over Year Average Change in Fair Value of Outstanding and Unvested Equity Awards | Average Fair Value as of Vesting Date of Equity Awards Granted and Vested in Year | Year over Year Average Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | Average Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | Average Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value | Total Average Equity Award Adjustments | | 2025 | $3,739,199 | $474,000 | $1,767,441 | $312,075 | $0 | — | $6,292,715 | | 2024 | $4,699,479 | ($511,088) | $853,752 | ($334,403) | ($1,858,871) | — | $2,848,869 | | 2023 | $2,503,568 | $133,446 | $474,306 | ($134,872) | ($1,220,654) | — | $1,755,794 | | 2022 | $5,152,809 | ($10,410,578) | $353,556 | ($9,796,698) | $0 | — | ($14,700,911) | | 2021 | $0 | $30,477,302 | — | $9,397,807 | $0 | — | $39,875,109 |

  92. Pay Versus Performance

    | (5) Cumulative total stockholder return (“TSR”) is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between our share price at the end and the beginning of the measurement period by our share price at the beginning of the measurement period. |

  93. Pay Versus Performance

    | (6) Represents the weighted peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the following published industry index: the NASDAQ Emerging Cloud Index, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our 2025 Annual Report. |

  94. Pay Versus Performance

    | (7) The dollar amounts reported represent the amount of net income (loss) reflected in our audited financial statements for each covered fiscal year. |

  95. Pay Versus Performance

    | 2026 Proxy Statement | 52 | |

  96. Pay Versus Performance

    Financial Performance Measures For the fiscal years covered by this table, (i) in 2025, we used two financial performance measures, net new ARR and non-GAAP operating income in our short-term incentive compensation award program, (ii) in 2024 and 2023, we used two financial performance measures, revenue and non-GAAP operating income, in our short-term incentive compensation award programs, and (iii) in 2022 and 2021 we did not use any financial or other performance measures for our short-term incentive compensation award programs. Historically, we have not used financial or other performance measures for our long-term incentive compensation programs. Please see our “Compensation Discussion and Analysis – Elements of our Executive Compensation Program – Cash-Based Incentive Compensation” for more information on our most important financial performance measures for the years covered by this table. Analysis of Information Presented in Pay-Versus-Performance Table As described in more detail in “Executive Compensation – Compensation Discussion and Analysis,” our executive compensation program reflects a variable “pay-for-performance” philosophy. Over the five years since our Direct Listing, we have used financial or other performance measures to align executive compensation with our performance only in 2025, 2024, and 2023 with respect to our short-term incentive compensation award program. In accordance with Item 402(v) of Regulation S-K, we are providing the following descriptions of the required relationships between the information presented in the Pay-Versus-Performance Table.

  97. Compensation Actually Paid and Company TSR

    Compensation Actually Paid and Company TSR As reflected by the following graph, the amount of compensation actually paid to our PEO and the average amount of compensation actually paid to our Non-PEO NEOs as a group is generally aligned with our TSR for the period presented in the Pay-Versus-Performance Table. This alignment of compensation actually paid with our cumulative TSR over the period presented results because a significant portion of the compensation provided to our PEO and our Non-PEO NEOs is comprised of equity awards, the value of which is dependent on the growth of our common stock price. We believe equity compensation creates an ownership culture among our NEOs that provides an incentive to contribute to the continued growth and development of our business and aligns the interests of our NEOs with those of our stockholders. In recent years, we have sought to provide the majority of the target total direct compensation opportunity of our NEOs, other than our PEO and Chief Technology Officer, who, as co-founders of the Company, each maintain a significant equity stake in the Company, in the form of equity awards, including options to purchase shares of our common stock and restricted stock unit awards. In 2025, we granted only restricted stock unit awards to our NEOs who received equity awards. Our PEO has not received an equity award since 2020.

  98. Compensation Actually Paid and Company TSR

    | 2026 Proxy Statement | 53 | |

  99. Compensation Actually Paid and Net Income (Loss)

    Compensation Actually Paid and Net Income (Loss) As reflected in the following graph, the amount of compensation actually paid to our PEO and the average amount of compensation actually paid to our Non-PEO NEOs as a group decreased significantly in 2022, while our net income (loss) increased beginning in that period. We have not used net income (loss) as a financial performance measure in our overall executive compensation program, so there is, at best, only an indirect correlation between our profitability and the compensation that we paid to our PEO and our Non-PEO NEOs. As described in more detail in “Executive Compensation – Compensation Discussion and Analysis,” we seek to provide the majority of the target total direct compensation opportunity of our NEOs, other than our PEO and Chief Technology Officer, who, as co-founders of the Company, each maintain a significant equity stake in the Company, in the form of equity awards under our long-term incentive compensation program.

  100. Compensation Actually Paid and Net Income (Loss)

    | 2026 Proxy Statement | 54 | |

  101. Compensation Actually Paid and GAAP Revenue

    Compensation Actually Paid and GAAP Revenue As reflected in the following graph, the amount of compensation actually paid to our PEO and the average amount of compensation actually paid to our Non-PEO NEOs as a group decreased significantly in 2022, largely as a result of the decrease in unrealized appreciation in our PEO’s and Non-PEO NEOs’ outstanding equity awards reflecting the volatility of our stock price during the year, while our revenue has consistently and significantly increased during the past five years. Given our growth-oriented focus, until 2025 we used revenue as one of the financial performance measures in our short-term incentive compensation program at which time we switched to using net new ARR as the second financial performance measure for the program. We believe that, for purposes of our long-term incentive compensation program, revenue growth is an important contributing factor to the market’s evaluation of our stock price which is, of course, a key driver for the equity awards granted to our NEOs.

  102. Compensation Actually Paid and GAAP Revenue

    | 2026 Proxy Statement | 55 | |

  103. Company TSR and Peer Group TSR

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards(1)($) | Option Awards(1)($) | Total ($) | | Pat Grady | 39,226 | 181,704 | — | 220,930 | | Ron Gill | 57,000 | 181,704 | — | 238,704 | | Erica Schultz | 37,020 | 181,704 | — | 218,724 | | Elisa Steele(2) | 23,429 | — | — | 23,429 | | Tien Tzuo | 35,792 | 596,680 | — | 632,472 | | Eric Vishria(3) | 12,261 | 181,704 | — | 193,965 | | James Whitehurst | 61,198 | 181,704 | — | 242,902 | | Catherine Wong | 45,000 | 181,704 | — | 226,704 |