Note 14 Stockholders’ Equity

Preferred Stock

As of March 31, 2026, no shares of preferred stock were outstanding.

Pursuant to the terms of the Company’s amended and restated certificate of incorporation, shares of preferred stock may be issued from time to time in one or more series. The Company’s Board of Directors is authorized to fix the voting rights, if any, designations, powers and preferences, the relative, participating, optional or other special rights, and any qualifications, limitations and restrictions thereof, applicable to the shares of each series of preferred stock. The Company’s Board of Directors is able to, without stockholder approval, issue preferred stock with voting and other rights that could adversely affect the voting power and other rights of the holders of the common stock and could have anti-takeover effects. The ability of the Company’s Board of Directors to issue preferred stock without stockholder approval could have the effect of delaying, deferring or preventing a change of control or the removal of existing management.

Class A and Class V Common Stock

The Company’s Board of Directors has authorized two classes of common stock, Class A Common Stock and Class V Common Stock. The Company had authorized 500,000,000 and 100,000,000 shares of Class A Common Stock and Class V Common Stock, respectively. Shares of Class V Common Stock have 10 votes per share, while shares of Class A Common Stock have one vote per share. The holders of shares of Class A Common Stock and Class V Common Stock shall at all times vote together as a single class on all matters (including the election of directors) submitted to a vote of the Company’s stockholders. Shares of Class V Common Stock are convertible into shares of Class A Common Stock on a one-to-one basis at the option of the holders of Class V Common Stock at any time upon written notice to the Company. As of March 31, 2026, the Company had 12,636,398 and 1,314,082 shares of Class A Common Stock and Class V Common Stock issued, respectively. As of March 31, 2026, the Company had 11,399,723 and 1,314,082 shares of Class A Common Stock and Class V Common Stock outstanding, respectively.

Net Share Settlement of RSU Tax Withholding

The Company’s 2021 Equity Incentive Plan (the “2021 Plan”) expressly authorizes share withholding (net settlement) to satisfy tax obligations related to equity awards. In a net share settlement, the Company withholds a portion of the shares that would otherwise be delivered to the employee upon vesting, in an amount sufficient to cover the employee’s minimum statutory tax withholding requirements, and remits the equivalent value in cash to the tax authorities.

During the quarter ended March 31, 2026, the Company satisfied employee tax withholding obligations upon the vesting of restricted stock units using a net share settlement method. Accordingly, the Company used approximately $8.2 million in cash during the quarter to fund these tax payments on the employees’ behalf, which resulted in 38,850 shares not issued to employees.

During the quarter ended March 31, 2025, the Company satisfied employee tax withholding obligations upon the vesting of restricted stock units using a net share settlement method. Accordingly, the Company used approximately $13.3 million in cash during the quarter to fund these tax payments on the employees’ behalf, which resulted in 132,312 shares not issued to employees.

Capped Call Transactions

In connection with the pricing of the 2031 Notes on March 4, 2026, and in connection with the exercise of the initial purchasers’ option to purchase additional notes on March 5, 2026, the Company entered into privately negotiated capped call transactions (the "Capped Call Transactions") with four financial institution counterparties. The Capped Call Transactions cover, subject to anti-dilution adjustments substantially similar to those applicable to the 2031 Notes, approximately 716,500 shares of the Company's Class A common stock, representing 800,000 options, each with an initial option entitlement of 0.895625 shares. The Capped Call Transactions have an initial strike price of approximately $279.13 per share, which corresponds to the initial conversion price of the 2031 Notes, and an initial cap price of approximately $421.34 per share. The Capped Call Transactions expire on April 1, 2031.

The Capped Call Transactions are intended to reduce the potential dilution to the Company's Class A common stock upon any conversion of the 2031 Notes and/or offset any cash payments the Company is required to make in excess of the principal amount of the converted Notes, in the event that the market price per share of the Company's Class A common stock, as measured under the terms of the Capped Call Transactions, is greater than the strike price, with such reduction and/or offset subject to the cap price. The Capped Call Transactions are separate transactions from the 2031 Notes and are not part of the terms of the 2031 Notes. Holders of the 2031 Notes do not have any rights with respect to the Capped Call Transactions.

The Company determined that the Capped Call Transactions are indexed to the Company's own Class A common stock and qualify for equity classification under ASC 815-40. Accordingly, the cost of the Capped Call Transactions was recorded as a reduction to additional paid-in capital. The Capped Call Transactions will not be remeasured at fair value in subsequent reporting periods. During the three months ended March 31, 2026, the Company recorded a total reduction to additional paid-in capital of approximately $17.4 million in connection with the Capped Call Transactions, consisting of $17.3 million in premiums paid and approximately $0.1 million in issuance costs allocated using the relative fair value method.

In connection with the offering of the 2031 Notes, the Company repurchased 334,600 shares of its Class A common stock in privately negotiated transactions at a price of approximately $210.67 per share for a total cost of approximately $70.5 million. The repurchased shares were recorded as treasury stock at cost in accordance with the Company's accounting policy.