DEF 14A of CoreWeave, Inc., Apr 22, 2026

DEF 14A of CoreWeave, Inc.

Filed Apr 22, 2026 · FY20250001769628-26-000191

Open on EDGAR

  1. Class I Director Nominee for Election at Annual Meeting

    Class I Director Nominee for Election at Annual Meeting Michael Intrator is one of our co-founders and has served as Chairperson of our Board of Directors and as our Chief Executive Officer and President since September 2017. Previously, from January 2013 to January 2018, Mr. Intrator was a co-founder and the Chief Executive Officer of Hudson Ridge Asset Management LLC, a natural gas hedge fund. From September 1998 to July 2014, he served in roles of increasing responsibilities, including as a Principal Portfolio Manager, for the asset management and advisory firm Natsource Asset Management LLC, where he oversaw investments in global environmental markets and related energy products. Mr. Intrator earned a B.A. in Political Science from Binghamton University, and an M.P.A. from Columbia University’s School of International and Public Affairs. We believe Mr. Intrator is qualified to serve as a member of our Board of Directors due to the perspective and experience he brings as our co-founder, Chief Executive Officer, and President. As noted above, on April 16, 2026, Jack Cogen notified the Board of Directors that he would not stand for re-election at the Annual Meeting, and would therefore step down as a director upon the expiration of his term at the conclusion of the Annual Meeting. Mr. Cogen’s decision not to stand for re-election was not due to any disagreement with us on any matter relating to our operations, policies or practices. Mr. Cogen has been an integral part of CoreWeave’s growth and success for more than eight years, offering strategic insight, steadfast guidance, and genuine commitment to our mission. Both we and the Board of Directors extend our deepest gratitude to Jack for his exceptional leadership, counsel, and partnership, and we look forward to his continued friendship and support in the years ahead.

  2. Class II Directors Continuing in Office Until the 2027 Annual Meeting of Stockholders

    Class II Directors Continuing in Office Until the 2027 Annual Meeting of Stockholders Margaret C. Whitman has served as a member of our Board of Directors since March 2025. Ms. Whitman previously served as United States Ambassador to Kenya from July 2022 to November 2024. Prior to that, she was Chief Executive Officer of Quibi Holdings, LLC, a mobile media company, from March 2018 to February 2021. From June 2017 to February 2018, Ms. Whitman served as Chief Executive Officer of Hewlett Packard Enterprise Company (“HPE”), a multinational information technology enterprise, and as HPE’s President and Chief Executive Officer, from November 2015 to June 2017. Before her role at HPE, she was President and Chief Executive Officer of Hewlett-Packard Company (now known as HP Inc.), from September 2011 to July 2015, as well as Chair of their board of directors from July 2014 to November 2015. Ms. Whitman also served as President and Chief Executive Officer of eBay Inc., an e-commerce company, from March 1998 to November 2008. Ms. Whitman has previously served on the boards of directors of The Procter & Gamble Company, a multinational consumer goods company, from February 2011 to July 2022, General Motors Company, a multinational automotive manufacturing company, from March 2021 to July 2022, and Dropbox, Inc., a cloud storage company, from September 2017 to May 2020. Ms. Whitman holds an A.B. in Economics from Princeton University and an MBA from Harvard Business School. We believe Ms. Whitman is qualified to serve as a member of our Board of Directors due to her extensive leadership, strategy, risk management, and industry experience. Glenn H. Hutchins has served as a member of our Board of Directors since February 2025 and has served as our Lead Independent Director since March 2025. Mr. Hutchins currently serves as the Chairman of North Island Management, LLC, a family investment office, also known as Tide Mill, LLC, a role he has held since 2013, and as Chairman of North Island Ventures, an investment firm, since 2020. He was a co-founder of Silver Lake, a technology investment firm, which was founded in 1999, and of which Mr. Hutchins served as Co-Chief Executive Officer until 2011 and, prior to that, as Managing Director from 1999 to 2011. Prior to that, Mr. Hutchins was a Senior Managing Director at The Blackstone Group, a global investment firm, from 1994 to 1999. He has served as Vice Chairman and Lead Independent Director of Banco Santander S.A., a financial services firm, since October 2023. Previously, Mr. Hutchins served as a director of AT&T Inc., a telecommunications company, from June 2014 to May 2025, as a director of Virtu Financial, Inc., a financial services firm, from July 2017 to August 2021 and as a director at Nasdaq, Inc., a global financial services technology company, from April 2005 to July 2017. Mr. Hutchins has served as the Co-Chairman of the Brookings Institution since November 2018 and was a director of the Federal Reserve Bank of New York from 2011 to 2020. He holds an A.B. from Harvard College, an M.B.A. from Harvard Business School, and a J.D. from Harvard Law School. We believe Mr. Hutchins is qualified to serve as a member of our Board of Directors due to his extensive operational, business planning, and investment expertise within the technology industry and his prior experience as an independent director on several public company boards of directors.

  3. Class III Directors Continuing in Office Until the 2028 Annual Meeting of Stockholders

    Class III Directors Continuing in Office Until the 2028 Annual Meeting of Stockholders Brian Venturo is one of our co-founders and has served as a member of our Board of Directors since April 2019 and as our Chief Strategy Officer since March 2024. From October 2017 to March 2024, Mr. Venturo served as our Chief Technology Officer. Previously, from January 2013 to January 2018, Mr. Venturo was a Partner at Hudson Ridge Asset Management LLC, a natural gas hedge fund. From May 2007 to December 2012, he served as Portfolio Manager – Energy and Emissions for the asset management and advisory firm Natsource Asset Management LLC, where he managed a proprietary trading portfolio of investments in global environmental markets and related energy products. Mr. Venturo earned a B.A. in Economics from Haverford College. We believe Mr. Venturo is qualified to serve as a member of our Board of Directors due to the perspective and experience he brings as our co-founder and Chief Strategy Officer. Karen Boone has served as a member of our Board of Directors since January 2025. Ms. Boone previously served as the Interim Co-Chief Executive Officer and Co-President of Peloton Interactive, Inc. (“Peloton”), an exercise equipment and media company, from May 2024 to January 2025. Prior to her service at Peloton, Ms. Boone served as the President and Chief Financial and Administrative Officer of Restoration Hardware, Inc., a home furnishings company, from May 2014 to August 2018, and as Chief Financial Officer from June 2012 to May 2014. Prior to that, from 1996 to 2012, Ms. Boone held various roles at Deloitte & Touche LLP, a public accounting firm, most recently as an Audit Partner. Ms. Boone currently serves on the board of directors of Peloton, Sonos, Inc., an audio equipment manufacturer, Rivian Automotive, Inc., an electric vehicle manufacturer, and several private companies. Ms. Boone earned a B.S. in Business Economics from the University of California, Davis. We believe Ms. Boone is qualified to serve as a member of our Board of Directors due to her financial expertise and her experience as a public company executive officer and director.

  4. Non-Employee Director Compensation

    Non-Employee Director Compensation Members of our Board of Directors who are not employees or officers of our company, also referred to herein as non-employee directors, receive compensation for their service. The Compensation Committee reviews the total compensation of our non-employee directors and each element of our Non-Employee Director Compensation Policy annually, taking into consideration data regarding compensation paid to non-employee directors by companies in our “peer group” (as described in the section below entitled “Executive Compensation—Compensation Discussion and Analysis—Peer Group”), and recommends compensation changes to the Board of Directors when appropriate. In connection with our initial public offering in March 2025, our Board of Directors, upon the recommendation of our Compensation Committee, approved a Non-Employee Director Compensation Policy that became effective upon our initial public offering, pursuant to which our non-employee directors are eligible to receive the fees and equity awards described below.

  5. Non-Employee Director Compensation

    | Element | Value | | Annual RSU Award(1) | $275,000 | | Annual Cash Retainer | $25,000 | | Additional Lead Independent Director Cash Retainer | $60,000 | | Additional Audit Committee Chair Cash Retainer | $30,000 | | Additional Compensation Committee Chair Cash Retainer | $20,000 | | Additional Nominating and Corporate Governance Committee Chair Cash Retainer | $15,000 | | Initial RSU Award(2) | $800,000 |

  6. Non-Employee Director Compensation

    (1)The annual RSU awards are granted annually on the date of our annual meeting of stockholders and generally vest in full on the earlier of the next annual meeting or the one-year anniversary of the date of grant. All then-outstanding annual grants vest in full upon a change in control transaction. (2)Each new non-employee director receives an initial RSU grant upon joining the Board of Directors. The initial RSU awards vest over three years in equal quarterly installments. All then-outstanding initial grants vest in full upon a change in control transaction. Directors may elect to receive all cash elements in the form of equity.

  7. 2025 Director Compensation

    2025 Director Compensation The following table provides information for 2025 regarding all compensation awarded to, earned by, or paid to each person who served as a director for some portion or all of 2025, other than Mr. Intrator, our Chief Executive Officer and President, and Mr. Venturo, our Chief Strategy Officer. Messrs. Intrator and Venturo are not included in the table below as they are employees and receive no compensation for their service as directors. The compensation received by Messrs. Intrator and Venturo as employees is set forth in the section titled “Executive Compensation—Compensation Tables” below.

  8. 2025 Director Compensation

    | Name | Fees Earned Or Paid In Cash ($)(1) | Stock Awards ($)(2)(3) | Total ($) | | Karen Boone | 25,000 | 875,867 | 900,867 | | Jack Cogen(4) | - | 197,431 | 197,431 | | Glenn H. Hutchins | 22,917 | 840,930 | 863,847 | | Margaret C. Whitman | 20,833 | 608,358 | 629,191 | | Ernie Rogers(5) | - | - | - |

  9. 2025 Director Compensation

    (1) The amount shown reflects the annual cash retainer for such director’s service as a member of our Board of Directors and, if applicable, chairperson of our Audit Committee, Compensation Committee, or Nominating and Corporate Governance Committee, or as Lead Independent Director of our Board of Directors, in each case prorated as applicable based on term of service. (2) The amounts reported in this column represent the aggregate grant date fair value of RSUs settleable for shares of Class A common stock granted to each director in 2025, as computed in accordance with Financial Accounting Standards Board Accounting Standards Codification, Topic 718 (“ASC 718”). These amounts reflect the accounting cost for these RSUs and do not represent the actual economic value that may be realized by the director. For information on the assumptions used to calculate the grant date fair value of the RSUs, refer to Note 11 to our consolidated financial statements included in our Annual Report. See footnote (3) below for the grant date fair value of each equity award granted in 2025. (3) The following table sets forth information on the aggregate number of shares underlying equity awards granted to our non-employee directors during the year ended December 31, 2025 and held by our non-employee directors as of December 31, 2025:

  10. 2025 Director Compensation

    | | Stock Awards | | | Name | Number of Shares Underlying RSUs Granted in the Year Ended December 31, 2025 (#) | Number of Shares Underlying Unvested RSUs Held as of December 31, 2025 (#)(1) | | Karen Boone | 18,620 | 13,460(2) | | Jack Cogen | 4,780 | 4,780(3) | | Glenn H. Hutchins | 19,420 | 13,560(4) | | Margaret C. Whitman | 14,760 | 10,880(5) |

  11. 2025 Director Compensation

    ___________ (1) Unless otherwise noted in the footnotes, all grants listed in the table above were made under our 2019 Stock Option Plan (“2019 Plan”) and were granted subject to both a: (i) time-based vesting condition and (ii) liquidity-based vesting condition which was satisfied during 2025 in connection with our initial public offering. All equity awards in the table vest and settle for shares of our Class A common stock. All RSU awards are subject to such non-employee director’s continued service through such date. (2) Ms. Boone received two RSU awards (17,560 RSUs, with an aggregate grant date fair value of $826,006, and 1,060 RSUs, with an aggregate grant date fair value of $49,861) in connection with her appointment to our Board of Directors and as chair of our Audit Committee, respectively, in January 2025, both of which are scheduled to vest quarterly, in ratable increments of one-twelfth and one-fourth, respectively, on the sixth calendar day of April, July, October, and January. (3) Mr. Cogen received one RSU award (4,780 RSUs with an aggregate grant date fair value of $197,431) in March 2025 prior to our initial public offering for his continued service on our Board of Directors, which vested in full on March 12, 2026. (4) Mr. Hutchins received four RSU awards (17,340 RSUs, with an aggregate grant date fair value of $750,862, 1,040 RSUs, with an aggregate grant date fair value of $45,034, 520 RSUs, with an aggregate grant date fair value of $22,517, and 520 RSUs, with an aggregate grant date fair value of $22,517) in connection with his appointment to our Board of Directors, as our lead independent director, as chair of our Compensation Committee and as interim chair of our Nominating and Corporate Governance Committee, respectively, in February 2025, each of which are scheduled to vest quarterly, in ratable increments of one-twelfth (for the Board of Director RSUs) and one-fourth (for all other RSUs), respectively, on the tenth calendar day of May, August, November, and February. (5) Ms. Whitman received two RSU awards (14,430 RSUs, with an aggregate grant date fair value of $591,047, and 420 RSUs, with an aggregate grant date fair value of $17,311) in connection with her appointment to our Board of Directors and as chair of our Nominating and Corporate Governance Committee, respectively, in March 2025, both of which are scheduled to vest quarterly, in ratable increments of one-twelfth and one-fourth, respectively, on the fourteenth calendar day of June, September, December, and March. (4) On April 16, 2026, Mr. Cogen notified the Board of Directors that he would not stand for re-election at the Annual Meeting, and would therefore step down as a director upon the expiration of his term at the conclusion of the Annual Meeting. (5) Mr. Rogers resigned as a member of our Board of Directors on March 11, 2025 and became a non-executive officer employee of our company in June 2025. Mr. Rogers received no compensation for his services on the Board of Directors. For services to us as an employee during the year ended December 31, 2025, Mr. Rogers received $705,513 in cash compensation, representing salary and bonus compensation, and a RSU award for 600,000 RSUs, with a grant date fair value of $77,862,000. Please see footnote 2 above. Mr. Rogers did not receive any other payments in connection with his employment during the year ended December 31, 2025.

  12. Class I Nominee for Director

    Class I Nominee for Director At the recommendation of our Nominating and Corporate Governance Committee, our Board of Directors proposes that Michael Intrator be elected at the Annual Meeting to serve as a Class I director for a three-year term expiring at our 2029 annual meeting of stockholders and until his successor is duly elected and qualified, or until his earlier death, resignation, disqualification, retirement, or removal. The Class I director nominee is a current Class I director of our Board of Directors. For more information concerning the nominee, see the section of this Proxy Statement titled “Board of Directors and Corporate Governance—Class I Director Nominee for Election at Annual Meeting.” If the Class I director nominee is for any reason unable to serve or for good cause will not serve, the proxies may be voted for such substitute nominee as the proxy holders might determine. Mr. Intrator has consented to being named in this Proxy Statement and to serve if elected. Proxies may not be voted for more than one director.

  13. Summary of Compensation Governance (“What We Do/Don’t Do”)

    | What We Do | What We Don’t Do | | Maintain 100% independent directors on our Compensation Committee | No contractual rights to excise tax reimbursements or gross-ups in the event of a change-in-control | | Use an independent compensation advisor, retained directly by our Compensation Committee | No automatic executive compensation increases | | Review (at least annually) executive compensation practices/levels of our compensation peer companies | No fixed term (vs. "at-will") employment for our Named Executive Officers | | Link pay to performance by heavily weighting total compensation to long-term equity awards that align executive interests with the interests of our stockholders | No pension plans | | Maintain robust stock ownership guidelines for our executive officers and non-employee directors | | | Annually assess the risk associated with compensation programs and practices | | | Use double-trigger change in control arrangements in our executive severance and change in control policy | | | Maintain a compensation clawback policy | |

  14. Compensation-Setting Process

    Compensation-Setting Process The Compensation Committee, other independent board members, our Chief Executive Officer (except with respect to his own compensation), our management team, external legal counsel, and the Compensation Committee’s independent advisor, Semler Brossy, provide valuable input and perspectives that are used to make executive compensation decisions. This approach allows us to leverage the diverse experience and expertise of these groups for determining compensation levels and the manner in which compensation is delivered to executive officers. The Compensation Committee is responsible for establishing and reviewing compensation and benefits policies generally, and overseeing and evaluating the compensation plans, policies, and practices applicable to our executive officers, including our Named Executive Officers. During fiscal year 2025, our Compensation Committee, with the assistance of Semler Brossy, reviewed and determined our executive compensation, including base salaries, bonuses, and equity awards, to help ensure our compensation program aligned with stockholder interests and our long-term business and operational goals, and provided appropriate rewards and incentives for our executive officers. The Compensation Committee reviewed the performance of our executive officers, taking into consideration financial, operational, customer, strategic, product, and competitive factors, as well as the succession planning objectives for our various executive officer positions. In carrying out these responsibilities, the Compensation Committee evaluates our compensation policies and practices to ensure alignment with our executive compensation philosophy, considers developments in best compensation practices, assesses whether such policies and practices encourage excessive risk-taking, and reviews the performance of our Named Executive Officer when making compensation decisions. The Compensation Committee also evaluates the performance of the independent compensation consultant; reviews, approves, and administers our incentive compensation plans; and reviews, administers, and recommends to our Board of Directors changes to our equity compensation plans, as necessary. Our Chief Executive Officer provides recommendations to the Compensation Committee regarding annual cash compensation, long-term incentive compensation opportunities, and other compensation-related matters for his direct reports, including those who are Named Executive Officers, based on his evaluation of their performance for the prior year and market data presented by our compensation advisor and internal compensation data. Our Chief Executive Officer does not have input into his own compensation. The Compensation Committee reviews and discusses the Chief Executive Officer’s proposals with him and considers them as one factor in determining and approving the compensation of our Named Executive Officers. Our Chief Executive Officer also attends meetings of our Board and the Compensation Committee at which executive compensation matters are addressed, except during discussions involving his own compensation. Members of our management team support the Compensation Committee by providing information on corporate and individual performance, market compensation data, and management’s perspective on compensation matters. The Compensation Committee’s independent advisor, Semler Brossy, attends meetings at the request of the Compensation Committee, meets with the Compensation Committee in executive sessions, provides independent data and advice to support Compensation Committee discussions, and works directly with our Chief Executive Officer and with other members of our management team on behalf of the Compensation Committee to provide input into discussion topics and recommendations for the Compensation Committee. During fiscal year 2025, the Compensation Committee reviewed the fees provided to Semler Brossy relative to Semler Brossy’s revenues, the services provided by Semler Brossy to the Compensation Committee, any relationships between Semler Brossy and its consultants and our executive officers, any stock ownership of CoreWeave by Semler Brossy, and other factors relating to Semler Brossy’s independence. Based on such review, the Compensation Committee concluded that Semler Brossy is independent within the meaning of the Listing Rules and that its engagement did not present any conflict of interest. The Compensation Committee has retained Semler Brossy to advise on our executive compensation programs and practices for the fiscal year ending December 31, 2026.

  15. Peer Group

    Peer Group The compensation peer group for evaluating 2025 compensation decisions was determined in February 2025. We worked with Semler Brossy to develop the 2025 compensation peer group based on the following criteria: ●publicly traded companies on major U.S. exchanges; ●technology companies with a focus on cloud services and computing; and ●similar revenue, revenue growth, and/or market capitalization

  16. Peer Group

    | 2025 Compensation Peer Group | | | AppLovin | Nutanix | | Arista Networks | Palantir | | Astera Labs | Palo Alto Networks | | Bentley Systems | Samsara | | Cloudflare | Snowflake | | CrowdStrike | Twilio | | Datadog | Workday | | Docusign | Zscaler |

  17. Peer Group

    Market data is a meaningful input to discussions and recommendations about our compensation policies and practices. That said, we do not directly benchmark pay levels or target specific percentiles for individuals. The Compensation Committee considers executive responsibilities, Company performance, impact, role criticality, leadership, career progression, individual performance, market information, and internal pay relationships when discussing management team compensation. We review our compensation peer group annually to reflect changes to our size and scale and ensure it continues to be aligned with our business and talent needs.

  18. Pay Program Elements and Mix

    | Element | Objective | | Base Salary | ●Provides market-competitive cash compensation based on experience, skills, and responsibilities as well as alignment to internal pay equity | | Annual Incentive: Cash Bonus | ●Encourages achievement of near-term corporate performance | | Long-Term Incentive: RSU Awards | ●Incentivizes long-term stockholder value creation and aligns to stockholder interests ●Helps attract and retain key talent |

  19. Annual Incentive: Cash Bonus

    Annual Incentive: Cash Bonus Our Named Executive Officers are each eligible to receive an annual performance-based cash incentive with a target opportunity expressed as a percentage of annual base salary and payment based on the Compensation Committee’s assessment of corporate performance. In determining the bonus payouts, the Compensation Committee considers the Chief Executive Officer’s review of company-wide performance and the individual contributions made by each participant. The Compensation Committee determined that the collective performance of the Named Executive Officers in driving the Company’s financial and operational results, including completion of our initial public offering, was outstanding and significantly contributed to 2025 results and positioned us well for ongoing future success. The primary achievements are described in the introduction to this CD&A under “2025 Business Highlights”. The Compensation Committee reserves the right to differentiate bonus amounts among executives, but for 2025 believed that the executive team contributed equally to the Company’s achievements. The Compensation Committee approved a bonus equal to 100% of target to the Chief Executive Officer, and approved his recommendation of bonuses equal to 100% of target for the other Named Executive Officers.

  20. Annual Incentive: Cash Bonus

    | Executive | Target Bonus Opportunity (% of Base Salary) | Target Bonus(1) | Bonus Earned % of Target | Bonus Earned | | Michael Intrator | 100% | $750,000 | 100% | $750,000 | | Brian Venturo | 100% | $750,000 | 100% | $750,000 | | Brannin McBee | 100% | $600,000 | 100% | $600,000 | | Nitin Agrawal | 100% | $500,000 | 100% | $500,000 | | Jonathan Jones(2) | 100% | $133,000 | 100% | $133,000 |

  21. Annual Incentive: Cash Bonus

    (1)These amounts reflect the target dollar amount for fiscal year 2025 based on each Named Executive Officer’s eligible earnings. (2)Mr. Jones commenced service with us as our Chief Revenue Officer, effective October 11, 2025, and was eligible for a pro-rated annual bonus. Mr. Jones also received a sign-on cash bonus of $250,000, which is not included in the table, to induce him to accept employment with us. In the event that his employment with us is terminated for “cause” or he resigns without “good reason” within 12 months of his employment start date, he will repay the sign-on bonus on a prorated basis.

  22. Long-Term Incentive (LTI): Equity Awards

    Long-Term Incentive (LTI): Equity Awards Our long-term incentive awards in 2025 were in the form of RSUs with a four-year time-based vesting schedule and were also granted subject to a liquidity-based vesting condition, which was satisfied in connection with our initial public offering. The Compensation Committee believes that RSU awards are an effective retention tool for our executive officers and focus executives on completing long-term objectives, which will result in increased stockholder value creation over time. The Compensation Committee considered our rapidly evolving marketplace and maturity, including our planned initial public offering, when determining to use RSUs. The Compensation Committee will continue to evaluate the appropriate form of equity awards to ensure the programs support our goals and the Compensation Committee’s objectives. The Compensation Committee reviewed market data, each executive’s performance, impact, the scope of their roles, and unvested equity values at the time of grant to determine 2025 equity awards for our Named Executive Officers. The following RSU awards were granted to our Named Executive Officers in March 2025:

  23. Long-Term Incentive (LTI): Equity Awards

    | Executive | FY2025 Target RSU Award | | Michael Intrator | $28,500,000 | | Brian Venturo | $16,000,000 | | Brannin McBee | $10,800,000 | | Nitin Agrawal | $10,500,000 | | Jonathan Jones(1) | - |

  24. Long-Term Incentive (LTI): Equity Awards

    (1)Mr. Jones received a new hire RSU award in connection with his appointment as Chief Revenue Officer, as described in the “New Hire Equity Award for Mr. Jones” section below.

  25. New Hire Equity Award for Mr. Jones

    New Hire Equity Award for Mr. Jones In connection with Mr. Jones’ appointment as Chief Revenue Officer, the Compensation Committee approved a new hire equity award with a target value of $22 million as part of his overall compensation package. The number of RSUs granted to Mr. Jones was determined by dividing the target dollar value of the award by the average closing price of CoreWeave stock for the 30-day period immediately preceding October 11, 2025. The target value of Mr. Jones’ award does not match the grant date fair value presented in the Fiscal Year 2025 Summary Compensation Table, which was calculated in accordance with ASC Topic 718 and took into account the price of CoreWeave’s Class A Common Stock on the November 10, 2025 grant date. The vesting commencement date of the grant was October 11, 2025, and the grant vests over four years with the first vesting date occurring on the first anniversary of the vesting commencement date and then quarterly thereafter. The award was designed to align Mr. Jones’ interests with those of our stockholders, promote long-term value creation, and recognize the skills and past experience he brings to CoreWeave.

  26. Employment Arrangements and Severance and Change-in-Control Payments and Benefits

    Employment Arrangements and Severance and Change-in-Control Payments and Benefits Each of our Named Executive Officers, other than our three founders, has entered into a written, at-will offer letter agreement with us, which provides for at-will employment and generally sets forth the executive’s base salary, target variable compensation, and eligibility for employee benefits. Mr. Intrator, Mr. McBee and Mr. Venturo do not have offer letters. We provide for certain severance and change in control payments and benefits to our Named Executive Officers in the event of a qualifying termination of employment, including in connection with a change in control. Given the nature and competitiveness of our industry, the Compensation Committee believes these severance and change in control payments and benefits are essential elements of our executive compensation program and assist us in recruiting, retaining and developing key management talent. We implemented a Senior Executive Change in Control and Severance Plan in connection with our initial public offering. Additionally, some of our Named Executive Officers are party to certain historical severance and change in control arrangements, which provide for payments and benefits outside of our Senior Executive Change in Control and Severance Plan. See the section below entitled “Employment Agreements and Potential Payments-Potential Payments Upon a Termination or a Change in Control as of December 31, 2025” for detailed information about these arrangements, including an estimate of the potential payments and benefits payable under these arrangements.

  27. Equity Grant Timing Practice

    Equity Grant Timing Practice We generally grant equity awards on an annual basis, and may grant equity awards on a discretionary basis in connection with certain events such as the commencement of employment, promotion or the closing of an acquisition. We do not grant equity awards on a predetermined schedule but typically approve equity awards for new hires on the 10th of the month and approve annual refresh equity awards during the first quarter. At this time, we do not have plans to grant stock options in the future but may later determine to do so. We have not granted any stock options in anticipation of the release of material, nonpublic information that is likely to result in changes to the price of our common stock, such as a significant positive or negative earnings announcement, and we have not taken material nonpublic information into account when determining the timing or terms of stock options. Similarly, we have not timed, nor do we intend to time, the release of material, nonpublic information for the purpose of affecting the value of executive compensation or for any other purpose.

  28. Summary Compensation Table

    Summary Compensation Table The following table provides information concerning compensation awarded to, earned by or paid to each of our Named Executive Officers for all services rendered in all capacities during the years ended December 31, 2024 and 2025. Nitin Agrawal and Jonathan Jones were not Named Executive Officers in 2024, so only 2025 summary compensation information is provided for them.

  29. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2) | All Other Compensation ($) | Total ($) | | | Michael Intrator Chief Executive Officer and President | 2025 | 748,932 | 750,000 | — | 1,955,072(3) | | 3,454,004 | | | 2024 | 750,000 | 2,000,000 | — | 18,252(4) | 2,768,252 | | | Nitin Agrawal Chief Financial Officer | 2025 | 499,399 | 500,000 | — | 13,751(5) | 1,013,150 | | | Jonathan Jones Chief Revenue Officer | 2025 | 126,211(6) | 383,000(7) | 18,068,392 | — | 18,577,603 | | | Brian Venturo Chief Strategy Officer and Co-Founder | 2025 | 748,932 | 750,000 | — | 1,305,905(8) | | 2,804,835 | | | 2024 | 750,000 | 2,000,000 | — | 8,865(9) | 2,758,865 | | | Brannin McBee Chief Development Officer and Co-Founder | 2025 | 591,453 | 600,000 | — | 786,06810) | | 1,977,521 | | | 2024 | 400,000 | 2,000,000 | — | 6,154(11) | 2,406,154 | |

  30. Summary Compensation Table

    ___________ (1) For 2024 and 2025, the amounts presented represent discretionary bonuses paid for contributions to our performance. See “Compensation Discussion and Analysis—Elements of Compensation—Annual Incentive: Cash Bonus” for additional detail. For Mr. Jones, the amount presented also includes a sign-on cash bonus. (2) The amounts in this column represent the grant date fair value of RSUs granted to our Named Executive Officers during the applicable year, as computed in accordance with ASC 718. These amounts reflect the accounting cost for these RSUs and do not represent the actual economic value that may be realized by the Named Executive Officer from the RSUs. For information on the assumptions used to calculate the grant date fair value of the RSUs, refer to Note 11 to our consolidated financial statements included in our Annual Report. For more information on equity awards granted to our Named Executive Officers, see the “2025 Grants of Plan-Based Awards Table” below. In 2025, each of Mr. Intrator, Mr. Agrawal, Mr. Venturo and Mr. McBee was granted an RSU award that was subject to a time-based vesting condition and a liquidity-based vesting condition (which constituted the performance condition). As of the applicable grant date, we had not recognized stock-based compensation expense for these awards because achievement of the liquidity-based vesting condition, as the performance condition, was not deemed probable at the time of grant. As a result, no value is included in the table for these awards. Assuming achievement of the liquidity-based vesting condition, the aggregate grant-date fair values of the RSU awards for each of Mr. Intrator, Mr. Agrawal, Mr. Venturo, and Mr. McBee granted in 2025 would have been $19,999,074, $7,372,710, $11,227,791 and $7,578,537, respectively, computed in accordance with ASC Topic 718. In 2024, each of Mr. Intrator, Mr. Venturo and Mr. McBee was granted an RSU award that was subject to a time-based vesting condition and a liquidity-based vesting condition (which constituted the performance condition). As of the applicable grant date, we had not recognized stock-based compensation expense for these awards because achievement of the liquidity-based vesting condition, as the performance condition, was not deemed probable at the time of grant. As a result, no value is included in the table for these awards. Assuming achievement of the liquidity-based vesting condition, the aggregate grant-date fair values of the RSU awards for each of Mr. Intrator, Mr. Venturo, and Mr. McBee granted in 2024 would have been $83,230,875, computed in accordance with ASC 718. For information regarding the assumptions used in determining the fair value of these awards, please refer to Note 11 to our consolidated financial statements included in our Annual Report. (3) The amounts reported in this column for 2025 for Mr. Intrator represent the following: (i) $39,210 for Company-provided flight and ground transportation for personal use; (ii) $9,432 for security services; (iii) $1,893,738 for the filing fees relating to Hart-Scott-Rodino (“HSR”) filings required with respect to Mr. Intrator’s equity holdings, of which $1,043,738 was provided as a related tax gross-up for cost of the HSR filing; and (iv) $12,692 for company contributions to our 401(k) plan. (4) The amounts reported in this column for 2024 for Mr. Intrator represent the following: (i) $5,560 for spousal travel expenses incurred by us; and (ii) $12,692 for company contributions to our 401(k) plan. (5) The amount reported in this column for 2025 for Mr. Agrawal represents $13,751 for company contributions to our 401(k) plan. (6) Mr. Jones joined us as our Chief Revenue Officer in October 2025. The amount reported in this column reflects Mr. Jones’ salary for the period he served during 2025. (7) Mr. Jones joined us as our Chief Revenue Officer in October 2025. The amount reported in this column for Mr. Jones includes his pro-rated annual bonus of $133,000 and his sign-on bonus of $250,000. See “Compensation Discussion and Analysis— Elements of Compensation— Annual Incentive: Cash Bonus” for additional detail. (8) The amounts reported in this column for 2025 for Mr. Venturo represent the following: (i) $433,521 for security services; (ii) $863,230 for the filing fees relating to HSR filings required with respect to Mr. Venturo’s equity holdings, of which $438,230 was provided as a related tax gross-up for cost of the HSR filing; and (iii) $9,154 for company contributions to our 401(k) plan. (9) The amount reported in this column for 2024 for Mr. Venturo represents $8,865 for company contributions to our 401(k) plan. (10) The amounts reported in this column for 2025 for Mr. McBee represent the following: (i) $6,986 for Company-provided flight and ground transportation for personal use; (ii) $773,120 for the filing fees relating to HSR filings required with respect to Mr. McBee’s equity holdings, of which $348,120 was provided as a related tax gross-up for cost of the HSR filing; and (iii) $5,962 for company contributions to our 401(k) plan. (11) The amount reported in this column for 2024 for Mr. McBee represents $6,154 for company contributions to our 401(k) plan.

  31. 2025 Grants of Plan-Based Awards Table

    2025 Grants of Plan-Based Awards Table The following table provides information concerning each grant of an award made to the Named Executive Officers during the year ended December 31, 2025.

  32. 2025 Grants of Plan-Based Awards Table

    | Name | Type of Award(1) | Grant Date | All Other Stock Awards: Number of Shares of Stock (#) | Grant Date Fair Value of Stock Awards ($)(2) | | Michael Intrator | RSU | 3/12/2025 | 495,640 | — | | Nitin Agrawal | RSU | 3/12/2025 | 182,600 | — | | | RSU | 3/12/2025 | 120 | — | | Jonathan Jones | RSU | 11/10/2025(3) | 171,086 | 18,068,392 | | Brian Venturo | RSU | 3/12/2025 | 278,260 | — | | Brannin McBee | RSU | 3/12/2025 | 187,820 | — |

  33. 2025 Grants of Plan-Based Awards Table

    (1) Unless otherwise noted in the footnotes below, all grants listed in the table were made under our 2019 Plan and were granted subject to both a: (i) time-based vesting condition and (ii) liquidity-based vesting condition which was satisfied during 2025 in connection with our initial public offering. All equity awards in the table vest and settle for shares of our Class A common stock. (2) The amounts reported in this column represent the grant date fair value of the awards as computed in accordance with ASC 718. The assumptions used in calculating the grant date fair value of the awards reported in this column are set forth in Note 11 to the audited consolidated financial statements included in our Annual Report. These amounts reflect the accounting cost for the applicable award, and do not correspond to the actual economic value that may be received by our Named Executive Officer from such awards. In 2025, each of Mr. Intrator, Mr. Agrawal, Mr. McBee, Mr. Venturo was granted an RSU award that was subject to a time-based vesting condition and liquidity-based vesting condition (which constituted the performance condition). As of the applicable grant date, we had not recognized stock-based compensation expense for these awards because achievement of the liquidity-based vesting condition, as the performance condition, was not deemed probable at the time of grant. As a result, no value is included in the table for these awards. Assuming achievement of the liquidity-based vesting condition, the aggregate grant-date fair values of the RSU awards for each of Mr. Intrator, Mr. Agrawal, Mr. Venturo, and Mr. McBee granted in 2025 would have been $19,999,074, $7,372,710, $11,227,791 and $7,578,537, respectively, computed in accordance with ASC 718. (3) The RSU award was granted pursuant to the 2025 Equity Incentive Plan (“2025 Plan”) and subject only to a service based vesting schedule.

  34. Outstanding Equity Awards at 2025 Fiscal Year-End

    Outstanding Equity Awards at 2025 Fiscal Year-End The following table provides information on outstanding equity awards held by our Named Executive Officers as of December 31, 2025.

  35. Outstanding Equity Awards at 2025 Fiscal Year-End

    | | | Option Awards | | | | Stock Awards | | | Name | Grant Date (1) | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | | Michael Intrator | 2/26/2021 (3) | 500,000 | — | 0.38 | 2/26/2031 | — | — | | | 12/29/2022 (4) | 375,000 | 125,000 | 1.07 | 12/29/2032 | — | — | | | 6/28/2023 (5) | 1,860 | 1,140 | 2.80 | 6/28/2033 | — | — | | | 7/16/2023 (6) | 1,208,320 | 791,680 | 2.80 | 7/16/2033 | — | — | | | 12/31/2024 (7) | — | — | — | — | 1,312,500 | 93,988,125 | | | 3/12/2025 (8) | — | — | — | — | 402,708 | 28,837,920 | | Nitin Agrawal | 3/11/2024 (9) | — | — | — | — | 857,760 | 61,424,194 | | | 6/27/2024 (9) | — | — | — | — | 243,220 | 17,416,984 | | | 3/12/2025 (10) | — | — | — | — | 120 | 8,593 | | | 3/12/2025 (11) | — | — | — | — | 148,363 | 10,624,274 | | Jonathan Jones | 11/10/2025 (12) | — | — | — | — | 171,086 | 12,251,468 | | Brian Venturo | 08/31/2020 (3) | 2,400,000 | — | 0.13 | 8/31/2030 | — | — | | | 12/29/2022 (4) | 375,000 | 125,000 | 1.07 | 12/29/2032 | — | — | | | 6/28/2023 (5) | 1,860 | 1,140 | 2.80 | 6/28/2033 | — | — | | | 7/16/2023 (6) | 1,208,320 | 791,680 | 2.80 | 7/16/2033 | — | — | | | 12/31/2024 (7) | — | — | — | — | 1,312,500 | 93,988,125 | | | 3/12/2025 (8) | — | — | — | — | 226,087 | 16,190,090 | | Brannin McBee | 12/29/2022 (4) | 150,000 | 50,000 | 1.07 | 12/29/2032 | — | — | | | 6/28/2023 (5) | 1,860 | 1,140 | 2.54 | 6/28/2033 | — | — | | | 7/16/2023 (6) | 604,160 | 395,840 | 2.54 | 7/16/2033 | — | — | | | 12/31/2024 (7) | — | — | — | — | 1,312,500 | 93,988,125 | | | 3/12/2025 (8) | — | — | — | — | 152,604 | 10,927,972 |

  36. Outstanding Equity Awards at 2025 Fiscal Year-End

    (1) Unless otherwise noted in the footnotes below, all grants listed in the table were made under our 2019 Plan and were granted subject to both a: (i) time-based vesting condition and (ii) liquidity-based vesting condition which was satisfied during 2025 in connection with our initial public offering. All RSU awards in the table vest and settle for shares of our Class A common stock. All option awards in the table are exercisable for shares of our Class A common stock pursuant to the 2019 Plan; upon exercise, such shares may be exchanged by the executive for an equal number of shares of our Class B common stock pursuant to an agreement entered into by and between the Company and the executive. (2) Represents the market value of the shares underlying the stock awards not yet vested as of December 31, 2025, based on the closing price of our Class A common stock on Nasdaq of $71.61 on December 31, 2025. (3) The option award was fully vested and exercisable as of December 31, 2025. (4) The option award vests over four years in 48 ratable monthly installments on the 29th calendar day of each month, such that the award shall be fully vested and exercisable on approximately the fourth anniversary of the grant date, subject to the executive’s continued service with us. (5) The option award vests over four years in 48 ratable monthly installments on the 28th calendar day of each month, such that the award shall be fully vested and exercisable on approximately the fourth anniversary of the grant date, subject to the executive’s continued service with us. (6) The option award vests over four years in 48 ratable monthly installments on the 16th calendar day of each month, such that the award shall be fully vested and exercisable on approximately the fourth anniversary of the grant date, subject to the executive’s continued service with us. (7) The RSU award vested or vests over four years in 16 ratable quarterly installments on the last calendar day of March, June, September, and December following the grant date, subject to the executive’s continued service on each scheduled vesting date, such that the award shall be fully vested and settled on approximately the fourth anniversary of the grant date. The settlement of the first tranche of the award was deferred until May 31, 2025, pursuant to the executive’s award agreement with the Company and at the determination of the Compensation Committee to accommodate Hart-Scott-Rodino Act considerations. (8) The RSU award vested or vests over four years in 16 ratable quarterly installments on the last calendar day of June, September, December, and March following the grant date, subject to the executive’s continued service on each scheduled vesting date, such that the award shall be fully vested and settled on approximately the fourth anniversary of the grant date. (9) The RSU award vested or vests over four years in 16 ratable quarterly installments on the 11th calendar day of June, September, December, and March following the grant date, subject to the executive’s continued service on each scheduled vesting date, such that the award shall be fully vested and settled on approximately the fourth anniversary of March 11, 2024. (10) The RSU award vested or vests as to one-fourth of the total award on March 31, 2026, with the remaining three-fourths of the award vesting in 12 ratable quarterly installments over the three year period thereafter on the last calendar day of June, September, December, and March, subject to the executive’s continued service on each scheduled vesting date, such that award shall be fully vested and settled on approximately the fourth anniversary of the grant date. (11) The RSU award vested or vests over four years in 16 ratable quarterly installments on the 20th calendar day of May, August, November, and February, subject to the executive’s continued service on each scheduled vesting date, such that the award shall be fully vested and settled on approximately the fourth anniversary of the grant date. (12) RSU award was granted pursuant to the 2025 Plan and subject only to a service based vesting schedule, pursuant to which the award shall vest as to one-fourth of the total award on the first anniversary of the grant date, with the remaining three-fourths of the award vesting in 12 ratable quarterly installments over the three year period thereafter on the 11th calendar day of January, April, July, and October, subject to the executive’s continued service on each scheduled vesting date, such that the award shall be fully vested and settled on approximately the fourth anniversary of the grant date.

  37. 2025 Stock Option Exercises and Stock Vested Table

    2025 Stock Option Exercises and Stock Vested Table The following table presents, for each of our Named Executive Officers, the number of shares of our Class A common stock acquired upon the vesting and settlement of RSUs during the year ended December 31, 2025 and the aggregate value realized upon the vesting of RSUs. Mr. Jones did not acquire any shares of our Class A common stock upon the vesting and settlement of RSUs during the year ended December 31, 2025 and none of our Named Executive Officers exercised stock options during the year ended December 31, 2025.

  38. 2025 Stock Option Exercises and Stock Vested Table

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Michael Intrator | 530,432 | 56,200,638 | | Nitin Agrawal | 890,537 | 65,224,029 | | Brian Venturo | 489,673 | 51,153,031 | | Brannin McBee | 472,716 | 49,053,037 |

  39. 2025 Stock Option Exercises and Stock Vested Table

    ___________ (1) The aggregate value realized upon the vesting and settlement of an RSU is based on the closing price of our Class A common stock on the Nasdaq on the date of vesting for RSUs settled after the closing date of our initial public offering, and if the vesting date fell on a day when Nasdaq was closed, on the trading day immediately prior to the date of vesting. For RSUs that vested in connection with our initial public offering, the aggregate realized value was based on the initial public offering price of $40.00 per share. For avoidance of doubt, no RSUs were settled prior to the closing date of our initial public offering.

  40. Employment Agreements and Potential Payments

    Employment Agreements and Potential Payments

  41. Potential Payments Upon Termination or Change of Control as of December 31, 2025

    Potential Payments Upon Termination or Change of Control as of December 31, 2025 Senior Executive Change in Control and Severance Plan The Senior Executive Change in Control and Severance Plan provides that, upon a termination by us of an executive without “cause” or by the executive due to “good reason” (each as defined in the Senior Executive Change in Control and Severance Plan), the Named Executive Officer will receive (i) a lump sum payment equal to 12 months of such executive’s base salary and (ii) continued payment of COBRA premiums for 12 months (or, if earlier, until the date that the executive is eligible for substantially equivalent coverage under a subsequent employer’s plan). The Senior Executive Change in Control and Severance Plan also provides that, if such termination of employment occurs within three months prior to, or 12 months following, a “change in control” (as defined in the Senior Executive Change in Control and Severance Plan), the Named Executive Officer will receive (i) a lump sum payment equal to 12 months of base salary, (ii) continued payment of COBRA premiums for 12 months (or, if earlier, until the date that the executive is eligible for substantially equivalent coverage under a subsequent employer’s plan), and (iii) full accelerated vesting of all outstanding and unvested equity award held by the executive, provided that any outstanding and unvested equity awards subject to performance conditions will instead be subject to the terms set forth in the applicable award agreements. If our Named Executive Officers are entitled to any benefits other than the benefits under the Senior Executive Change in Control and Severance Plan, each of his benefits under the Senior Executive Change in Control and Severance Plan shall be provided only to the extent more favorable than the corresponding benefit under such other arrangement. All such severance payments and benefits under the Senior Executive Change in Control and Severance Plan will be subject to each executive’s execution of a general release of claims against us. Termination Benefits outside of Senior Executive Change in Control and Severance Plan Pursuant to Mr. Jones’ offer letter of employment from us, and to induce him to join our company, we agreed that, if we revoked his offer prior to September 26, 2025, or delayed or limited his start date or commencement of regular duties for a period of four months from September 26, 2025, he would have been entitled to receive a one-time payment of $3,000,000 plus an amount equal to a prorated portion of his base salary for the period from September 25, 2025 through the revocation date. Mr. Jones’ offer was neither revoked nor delayed and, accordingly, he is no longer eligible for the revocation payment. Also pursuant to Mr. Jones’ offer letter and in addition to the benefits provided under the Senior Executive Change in Control and Severance Plan, in the event that Mr. Jones’ employment is terminated without “cause” (as defined in the Senior Executive Change in Control and Severance Plan) prior to the first anniversary of his start date of October 11, 2025, one fourth of his “new hire RSU” will vest, subject to his execution of a general release of claims against us. Pursuant to Mr. Agrawal’s offer letter of employment from us, his “new hire RSUs”, which were granted on March 11, 2024 and June 27, 2024, would have accelerated in full in the event of a change in control prior to March 11, 2026 (the two-year anniversary of his hire date). Accordingly, this limited change in control acceleration entitlement no longer applies. In addition, if, following March 11, 2026 (the two-year anniversary of his hire date) and within 12 months following our initial public offering, Mr. Agrawal’s employment is terminated without “cause” (as defined in his offer letter) or he resigns for “good reason” (as defined in his offer letter), his “new hire RSUs” will vest in full. The table below sets forth the amount of compensation payable to each Named Executive Officer in the circumstances described above for each of our Named Executive Officers, in each case in accordance with the executive severance and change in control plan or the executive’s other agreements as described above. The amounts shown in the table below assume that such termination of employment and/or change of control was effective as of December 31, 2025, and thus are estimates of the amounts that would be paid out to the Named Executive Officers in such circumstances.

  42. Potential Payments Upon Termination or Change of Control as of December 31, 2025

    | Name | Benefit or Payment | Resignation With Good Reason or Involuntary Termination Without Cause Absent a Change in Control ($) | Resignation With Good Reason or Involuntary Termination Without Cause in Connection with a Change In Control ($) | | Intrator, Michael | Cash Payments(1) | $750,000 | $750,000 | | Intrator, Michael | Unvested RSUs | $0 | $122,826,045 | | Intrator, Michael | Unvested Options | $0 | $63,371,444 | | Intrator, Michael | Health & Welfare Benefits | $44,348 | $44,348 | | Agrawal, Nitin | Cash Payments(1) | $500,000 | $500,000 | | Agrawal, Nitin | Unvested RSUs | $0 | $89,474,045(3) | | Agrawal, Nitin | Health & Welfare Benefits | $48 | $48 | | Venturo, Brian | Cash Payments(1) | $750,000 | $750,000 | | Venturo, Brian | Unvested RSUs | $0 | $110,178,215 | | Venturo, Brian | Unvested Options | $0 | $63,371,444 | | Venturo, Brian | Health & Welfare Benefits | $44,348 | $44,348 | | McBee, Brannin | Cash Payments(1) | $600,000 | $600,000 | | McBee, Brannin | Unvested RSUs | $0 | $104,916,097 | | McBee, Brannin | Unvested Options | $0 | $30,946,409 | | McBee, Brannin | Health & Welfare Benefits | $44,348 | $44,348 | | Jones, Jonathan | Cash Payments(1) | $500,000 | $500,000 | | Jones, Jonathan | Unvested RSUs | $3,062,867 | $12,251,468 | | Jones, Jonathan | Health & Welfare Benefits | $44,348 | $44,348 |

  43. Potential Payments Upon Termination or Change of Control as of December 31, 2025

    (1) The severance amount related to base salary was determined based on the base salaries as in effect on December 31, 2025. (2) The value of accelerated options is calculated based on the per share closing price of our Class A common stock on Nasdaq on December 31, 2025 ($71.61) less, if applicable, the exercise price of each outstanding stock option. The value of accelerated vesting is calculated excluding any out-of-the money stock options. The value of accelerated RSUs is calculated by multiplying the number of RSUs accelerated by $71.61, the closing price per share of our Class A common stock on Nasdaq on December 31, 2025. (3) Pursuant to Mr. Agrawal’s offer letter of employment from us, his “new hire RSUs”, which were granted on March 11, 2024 and June 27, 2024 would have accelerated in full in the event of a change in control on December 31, 2025, for an aggregate value of $78,841,178. This limited acceleration right expired on March 11, 2026.

  44. Pay Versus Performance

    Pay Versus Performance Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K require us to provide the following disclosure regarding compensation for our Chief Executive Officer, who is our principal executive officer (“PEO”), and the average compensation for our other non-PEO Named Executive Officers (“non-PEO NEOs”). The amounts shown for “compensation actually paid” have been calculated in accordance with SEC rules and do not reflect compensation actually earned, realized, or received by any of our Named Executive Officers. The table includes adjustments as described in the footnotes and also provides information on our cumulative total shareholder return (“TSR”), the cumulative TSR of our peer group, net income, and our company-selected measure, which is revenue. Our initial public offering occurred in March 2025, and we do not present information for years prior to when we became a public reporting company. The information contained in this “Pay Versus Performance” section will not be incorporated into any of our filings under the Securities Act or the Exchange Act, except to the extent we specifically incorporate such information by reference therein. For further information concerning our pay-for-performance philosophy and how we structure our executive compensation to drive and reward performance, refer to “Executive Compensation—Compensation Discussion and Analysis.”

  45. Pay Versus Performance

    | Year | Summary Compensation Table Total for PEO | Compensation Actually Paid to PEO | Average Summary Compensation Table Total for Non-PEO NEOs | Average Compensation Actually Paid to Non-PEO NEOs | Value of Initial Fixed $100 Investment Based On: | | Net Income (millions) | Revenue (millions) | | | | | | | Total Shareholder Return | Peer Group Total Shareholder Return | | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2025 | $3,454,004 | $146,695,704 | $6,093,277 | $74,851,071 | $179.03 | $145.09 | ($1,168) | $5,132 |

  46. Pay Versus Performance

    (1) Michael Intrator served as Chief Executive Officer for the covered fiscal year. The other Named Executive Officers for the covered fiscal year were: Nitin Agrawal, Brian Venturo, Brannin McBee and Jonathan Jones. (2) Amounts shown in columns (b) and (d) are the total compensation as calculated in the Summary Compensation Table for our Chief Executive Officer and the average for our other Named Executive Officers. (3) Amounts shown in columns (c) and (e) reflect “compensation actually paid” for our Chief Executive Officer and the average compensation actually paid for our other Named Executive Officers, calculated in accordance with SEC rules and do not reflect compensation actually earned, realized or received. The adjustments are summarized in the table below as required by Regulation S-K Item 402(v)(2)(iii) to calculate “compensation actually paid.” Equity values are calculated in accordance with ASC 718. Valuation assumptions used to calculate fair values at the times indicated in the table below did not materially differ from those disclosed at the time of grant except for the stock price, percentage of volatility, risk free rate and the term used to calculate the valuations.

  47. Pay Versus Performance

    | | 2025 | | | | PEO ($) | NEO Average ($) | | Summary Compensation Table Total(a) | $3,454,004 | $6,093,277 | | Subtract Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year(b) | $0 | $(4,517,098) | | Add Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year(c) | $28,837,920 | $12,500,600 | | Adjust for Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years(c) | $53,570,289 | $30,583,257 | | Adjust for Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year(c) | $11,508,712 | $3,421,594 | | Adjust for Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year(c) | $49,324,779 | $26,769,441 | | Subtract Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | $0 | $0 | | Add Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | $0 | $0 | | Compensation Actually Paid | $146,695,704 | $74,851,071 |

  48. Pay Versus Performance

    (4) Company TSR shown in column (f) is calculated assuming a $100 investment in the Company on March 28, 2025 (the date our Class A common stock began trading on Nasdaq). Historic stock price performance is not necessarily indicative of future stock performance. There were no dividends or other earnings paid in the covered fiscal year. (5) The peer group used for the purpose of this disclosure is the Dow Jones U.S. Technology Index, which we also use in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report. Peer group TSR shown in column (g) represents a $100.00 investment in this peer group on March 28, 2025. (6) Amount included in column (h) is Net Income as reported in our audited financial statements. (7) We determined Revenue to be the most important financial performance measure used to link our performance to compensation actually paid to our Chief Executive Officer and other Named Executive Officers in 2025.

  49. Analysis of the Information Presented in the Pay Versus Performance Table

    Analysis of the Information Presented in the Pay Versus Performance Table In this section, we provide a graphic analysis showing a comparison of the compensation actually paid to executives and total shareholder return, net income and revenue. The following chart sets forth the relationship between compensation actually paid to our Chief Executive Officer, the average of compensation actually paid to our other Named Executive Officers, and the Company’s cumulative TSR and the Dow Jones U.S. Technology Index cumulative TSR since our IPO through the end of 2025. The following chart sets forth the relationship between compensation actually paid to our Chief Executive Officer, the average of compensation actually paid to our other Named Executive Officers, and our net income since our initial public offering through the end of 2025. The following chart sets forth the relationship between compensation actually paid to our Chief Executive Officer, the average of compensation actually paid to our other Named Executive Officers, and Revenue since our initial public offering through the end of 2025.