v3.26.1
Stockholders' Equity
3 Months Ended
May 02, 2026
Equity [Abstract]  
Stockholders' Equity Stockholders Equity
Celestial Acquisition

Following the Celestial acquisition and in accordance with the Celestial Merger Agreement, certain outstanding options to purchase shares of Celestial common stock, each granted under the Celestial AI Amended and Restated 2020 Equity Incentive Plan (“Celestial 2020 EIP”), were assumed by the Company and converted into options to purchase common shares of the Company. The Company filed a registration statement on February 4, 2026 to register 3.9 million common shares of the Company, issuable under the Celestial 2020 EIP, comprised of 3.1 million common shares issuable pursuant to the converted options under the Celestial 2020 EIP and 0.8 million common shares issuable pursuant to awards that may be granted, issued, purchased and/or settled under the Celestial 2020 EIP. The Celestial 2020 EIP provided for the grant of incentive stock options, restricted stock, and restricted stock units to employees, directors, and consultants, with awards generally vesting over 3 to 4 years and options generally having a term of 10 years.

The awards under the Celestial 2020 EIP assumed by the Company in the Celestial acquisition were measured at the acquisition date based on the estimated fair value of $203.0 million. A portion of that fair value, $12.9 million, which represented the pre-acquisition service provided by employees to Celestial, was included in the total consideration transferred as part of the acquisition. As of the acquisition date, the remaining portion of the fair value of those awards was $190.1 million, representing post-acquisition stock-based compensation expense that will be recognized as these employees provide service over the remaining vesting periods.

XConn Acquisition

Following the XConn acquisition and in accordance with the XConn Merger Agreement, certain outstanding options to purchase shares of XConn common stock, each granted under the XConn Amended and Restated 2021 Equity Incentive Plan (“XConn 2021 EIP”), were assumed by the Company and converted into options to purchase common shares of the Company. The Company filed a registration statement on February 20, 2026 to register 0.5 million common shares of the Company, issuable under the XConn 2021 EIP, comprised of 0.5 million common shares issuable upon exercise of convertible options under the XConn 2021 EIP, and 0.1 million common shares issuable pursuant to awards that may be granted, issued, purchased and/or settled under the XConn 2021 EIP. The XConn 2021 EIP provided for the grants incentive share options, nonstatutory share options, share appreciation rights, restricted shares, and restricted stock units to employees, non-employee directors, advisors and consultants with awards generally vest over 3 to 4 years and options generally having a term of 10 years.

The awards under the XConn 2021 EIP assumed by the Company in the XConn acquisition were measured at the acquisition date based on the estimated fair value of $35.4 million. A portion of that fair value, $20.5 million, which represented the pre-acquisition service provided by employees to XConn, was included in the total consideration transferred as part of the acquisition. As of the acquisition date, the remaining portion of the fair value of those awards was $15.0 million, representing post-acquisition share-based compensation expense that will be recognized as these employees provide service over the remaining vesting periods.

Preferred and Common Stock

Under the terms of the Company’s Certificate of Incorporation, the Board of Directors may determine the rights, preferences, and terms of the Company’s authorized shares of preferred stock.

As of May 2, 2026, the Company is authorized to issue 8.0 million shares of $0.002 par value preferred stock and 1.3 billion shares of $0.002 par value common stock.
On March 31, 2026, the Company completed the issuance and sale of 2.0 million shares of Series A Convertible Preferred Stock, par value $0.002 per share (the “Series A Preferred Stock”), to NVIDIA Corporation (“NVIDIA”), for an aggregate purchase price of $2.0 billion. Each share of Series A Preferred Stock has a stated value of $1,000 and is initially convertible, at the option of the holder, into shares of the Company’s common stock at an initial conversion price of approximately $91.84 per share into an aggregate maximum of approximately 21.8 million shares of common stock, subject to the satisfaction of applicable regulatory requirements, including the expiration or termination of any applicable waiting period. Holders of the Series A Preferred Stock are entitled to receive dividends on an as‑converted basis in the same manner as holders of common stock, if and when such dividends are declared. In the event of a liquidation, dissolution, or winding up of the Company, holders of the Series A Preferred Stock participate pro rata with holders of common stock on an as‑converted basis. The Series A Preferred Stock has no redemption or preemptive rights. As of May 2, 2026, no shares of Series A Preferred Stock had been converted into common stock.