Convertible Senior Notes due 2032

On May 12, 2026, the Company completed a private offering (the “2026 Offering”) of $460.0 million aggregate principal amount of 0.00% Convertible Senior Notes due 2032 (the “2032 Notes”). The Company's net proceeds from the 2026 Offering were $442.0 million, after deducting the initial purchasers' discount and commissions and offering expenses payable by the Company.

The 2032 Notes are general unsecured obligations of the Company and will mature on May 15, 2032. The 2032 Notes will not bear regular interest, and the principal amount of the 2032 Notes will not accrete. The 2032 Notes are convertible at the option of the holders prior to February 15, 2032, only upon satisfaction of one or more of the following conditions:

On or after February 15, 2032, until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert all or any portion of their 2032 Notes at their option at any time, regardless of the foregoing conditions. Upon conversion, the Company will pay or deliver cash, shares of the Company's Class A common stock or a combination of cash and shares of the Company's Class A common stock, at the Company’s election.

The conversion rate for the 2032 Notes will initially be 14.4388 shares of the Company's Class A common stock per $1,000 principal amount of 2032 Notes, which is equivalent to an initial conversion price of approximately $69.26 per share of the Company's Class A common stock. The conversion rate is subject to adjustment under certain circumstances.

On or after May 21, 2029, the Company may redeem for cash all or any portion of the 2032 Notes if the last reported sale price of the Company's Class A common stock has been at least 130% of the conversion price for the 2032 Notes then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which the Company provides notice of redemption at a redemption price equal to 100% of the principal amount of the 2032 Notes to be redeemed, plus accrued and unpaid special interest, if any, to, but excluding, the redemption date. If the Company redeems less than all the outstanding 2032 Notes, at least $75.0 million aggregate principal amount of 2032 Notes must be outstanding and not subject to redemption. No sinking fund is provided for the 2032 Notes.

If the Company undergoes a fundamental change (as defined in the indenture governing the 2032 Notes), then, subject to certain conditions and exceptions, noteholders may require the Company to repurchase for cash all or any portion of their 2032 Notes at a fundamental change repurchase price equal to 100% of the principal amount of the 2032 Notes to be repurchased, plus accrued and unpaid special interest, if any, to, but excluding, the fundamental change repurchase date.

The indenture governing the 2032 Notes contains customary terms and covenants, including that upon certain events of default either the 2032 Trustee or the holders of at least 25% in principal amount of the outstanding 2032 Notes may declare 100% of the principal of, and accrued and unpaid special interest, if any, on, all the 2032 Notes to be due and payable.

If there is an event of default relating to failures by the Company to comply with certain reporting requirements, the Company may elect, at its option, that the sole remedy to consist exclusively of the right of the noteholders to receive special interest on the 2032 Notes for up to 365 days at a specified rate per annum of 0.25% of the principal amount for the first 180 days on which the special interest accrues, and thereafter at a rate of 0.50%.

The initial purchasers' discount and deferred financing fees on the 2032 Notes are amortized over the term of the underlying debt and unamortized amounts have been offset against the 2032 Notes, net in the condensed consolidated balance sheets. As of September 30, 2026, the net carrying amount of the 2032 Notes are as follows:

Amortization of the initial purchasers' discount and deferred financing fees are reflected in Interest expense on the condensed consolidated statements of operations. The Company recognized interest expense during the three and nine months ended September 30, 2026 as follows:

Convertible Senior Notes due 2030

On July 3, 2025, the Company completed a private offering (the "2025 Offering") of $750.0 million aggregate principal amount of 0.75% Convertible Senior Notes due 2030 (the "2030 Notes" and, together with the 2032 Notes, the "Notes"). The Company's net proceeds from the 2025 Offering were $725.7 million, after deducting the initial purchasers' discount and commissions and offering expenses payable by the Company.

The 2030 Notes are general unsecured obligations of the Company and will mature on July 15, 2030. Interest on the 2030 Notes will accrue at a rate of 0.75% per year from July 3, 2025 and will be payable semiannually in arrears on January 15 and July 15 of each year, beginning on January 15, 2026. The 2030 Notes are convertible at the option of the noteholders prior to April 15, 2030, only upon satisfaction of one or more of the following conditions:

On or after April 15, 2030, until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert all or any portion of their 2030 Notes at their option at any time, regardless of the foregoing conditions. Upon conversion, the Company will pay or deliver cash, shares of the Company's Class A common stock or a combination of cash and shares of the Company's Class A common stock, at the Company’s election.

The conversion rate for the 2030 Notes is 11.8778 shares of the Company's Class A common stock per $1,000 principal amount of Notes, which is equivalent to an initial conversion price of approximately $84.19 per share of the Company's Class A common stock. The conversion rate is subject to adjustment under certain circumstances.

On or after July 20, 2028, the Company may redeem for cash all or any portion of the 2030 Notes if the last reported sale price of the Company's Class A common stock has been at least 130% of the conversion price for the 2030 Notes for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which the Company provides notice of redemption at a redemption price equal to 100% of the principal amount of the 2030 Notes to be redeemed, plus accrued and unpaid interest, to, but excluding, the redemption date. If the Company redeems less than all the outstanding 2030 Notes, at least $100.0 million aggregate principal amount of 2030 Notes must be outstanding and not subject to redemption. No sinking fund is provided for the 2030 Notes.

If the Company undergoes a fundamental change (as defined in the indenture governing the 2030 Notes), then, subject to certain conditions and exceptions, noteholders may require the Company to repurchase for cash all or any portion of their 2030 Notes at a fundamental change repurchase price equal to 100% of the principal amount of the 2030 Notes to be repurchased, plus accrued and unpaid interest, to, but excluding, the fundamental change repurchase date.

The initial purchasers' discount and deferred financing fees on the 2030 Notes are amortized over the term of the underlying debt and unamortized amounts have been offset against the 2030 Notes, net in the condensed consolidated balance sheets. As of September 30, 2026 and December 31, 2025, the net carrying amount of the 2030 Notes are as follows:

During the nine months ended September 30, 2026, the Company made $5.8 million in interest payments on the 2030 Notes. Accrued interest on the 2030 Notes is recorded within Accrued expenses on the condensed consolidated balance sheet. Amortization of the initial purchasers' discount and deferred financing fees are reflected in Interest expense on the condensed consolidated statements of operations. The Company recognized interest expense during the three and nine months ended September 30, 2026 as follows:

Capped Call Transactions

In connection with the pricing of the 2032 Notes on May 7, 2026, and the exercise in full by the initial purchasers of their option to purchase additional 2032 Notes on May 8, 2026, the Company entered into capped call transactions (the "2032 Capped Call") with one of the initial purchasers or its affiliate and other financial institutions. The 2032 Capped Call is expected generally to reduce the potential dilution to the Company's Class A common stock upon any conversion of the 2032 Notes and/or offset any cash payments the Company is required to make in excess of the principal amount of converted 2032 Notes, with such reduction and/or offset subject to a cap based on a cap price initially equal to $98.9400 per share, which is subject to certain adjustments under the terms of the 2032 Capped Call. The 2032 Capped Call have an initial strike price of approximately $69.26 per share, subject to certain adjustments, which corresponds to the initial conversion price of the 2032 Notes. The 2032 Capped Call cover, subject to anti-dilution adjustments, approximately 6,641,848 shares of the Company's Class A common stock.

In connection with the pricing of the 2030 Notes on June 30, 2025, and the exercise in full by the initial purchasers of their option to purchase additional 2030 Notes on July 1, 2025, the Company entered into capped call transactions (the "2030 Capped Call"), effective as of July 3, 2025, with one of the initial purchasers and certain other financial institutions. The 2030 Capped Call is expected generally to reduce the potential dilution to the Company's Class A common stock upon any conversion of the 2030 Notes and/or offset any cash payments the Company is required to make in excess of the principal amount of converted 2030 Notes, with such reduction and/or offset subject to a cap based on a cap price initially equal to $111.1950 per share, which is subject to certain adjustments under the terms of the 2030 Capped Call. The 2030 Capped Call have an initial strike price of approximately $84.19 per share, subject to certain adjustments, which corresponds to the initial conversion price of the 2030 Notes. The 2030 Capped Call cover, subject to anti-dilution adjustments, approximately 8,908,350 shares of the Company's Class A common stock.

The 2030 and 2032 Capped Call (together, the "Capped Call Transactions") qualifies for a scope exception from derivative accounting for instruments that are both indexed to the issuer's own stock and classified in stockholders' equity. The $73.0 million incurred to purchase the Capped Call Transactions was recorded as a reduction to additional paid-in capital in the condensed consolidated balance sheets, and will not be remeasured as long as they continue to meet the conditions for equity classification.

Credit Facilities

On September 22, 2022, the Company entered into a Credit Agreement (the “Original Credit Agreement”) with Ares Capital Corporation (“Ares”) for a senior secured loan (the “Term Loan Facility”) that matures in September 2027, in an original principal amount of $175.0 million, less original issue discount of $4.4 million and deferred financing fees of $2.6 million. The Original Credit Agreement was amended on April 25, 2023 and October 11, 2023, to, among other things, increase the original principal amount of the Term Loan Facility by $85.0 million in the aggregate, less original issue discount of $2.2 million in the aggregate.

On February 3, 2025, the Company entered into a Third Amendment Agreement (the "Third Amendment Agreement") which, among other things, provided for an additional $200.0 million tranche of senior secured term loans (the “Additional Term Loan Facility”, and together with the Term Loan Facility, the “Term Loans”) and $100.0 million in priority revolving loan commitments (the “Revolving Credit Facility”, and loans thereunder, the “Revolving Loans”). The Company received $194.0 million under the Additional Term Loan Facility, which is the aggregate principal amount of $200.0 million, less original issue discount of $4.0 million and $2.0 million in legal fees paid to third parties, and $97.1 million in revolving loans under the Revolving Credit Facility, which is the aggregate amount of $100.0 million, less original issue discount of $2.0 million and $0.9 million in legal fees paid to third parties, the proceeds of which were used to fund the cash consideration for the Ambry Acquisition and to pay related fees. The Third Amendment Agreement was accounted for as a debt modification. The Additional Term Loan Facility and the Revolving Credit Facility mature on February 3, 2030.

On June 30, 2025, in conjunction with the 2025 Offering, the Company entered into a Fourth Amendment to the Credit Agreement (the “Fourth Amendment Agreement”). The Fourth Amendment Agreement amended the terms of the Credit Agreement to (i) permit the Offering and the related derivative transactions and (ii) provide that the Offering satisfies the junior capital raise requirement set forth in the Credit Agreement. Except as noted above, the material terms of the Credit Agreement were not amended. The Fourth Amendment Agreement was accounted for as a debt modification.

The Term Loans and Revolving Credit Facility (together with the Term Loan Facility, the “Credit Facilities”) are subject to quarterly interest payments for Base Rate loans and at the end of the applicable interest rate period for Term Secured Overnight Financing Rate (“SOFR”) loans.

The Term Loans are subject to quarterly interest payments, which bears interest based on Term SOFR. Additionally, the Company may make either a paid-in-kind ("PIK") election or a Cash election. Pursuant to the Original Credit Agreement, as amended by the Fourth Amendment Agreement, or the Credit Agreement, interest on the Term Loans accrues at a per annum rate as follows: (i) for any interest period for which the Company elects to pay interest in cash, the cash interest rate for Term SOFR borrowings will be Term SOFR plus a margin ranging from 6.75% to 7.75%, respectively, and (ii) for any interest period for which the Company elects to pay interest in kind, the cash interest rate for Term SOFR borrowings will be Term SOFR plus a margin of 5%, respectively, and the PIK interest rate will be 3.25%.

Interest on the Revolving Loans accrues interest at a per annum rate equal to Term SOFR plus 3.75%.

In July 2025, the Company repaid in full the principal amount of the Term Loan Facility for $276.9 million. In May 2026, the Company repaid in full the principal amount for $307.7 million of the Additional Term Loan Facility and Revolving Credit Facility. In connection with this repayment, the Credit Agreement, as amended, and all guarantee and security documents executed in connection therewith, were terminated. No amounts under the Credit Facilities remain outstanding as of September 30, 2026. The Company recorded a loss on debt extinguishment of $11.6 million in the condensed consolidated statements of operations and comprehensive loss for the nine months ended September 30, 2026, representing a prepayment premium of $6.4 million, unamortized original issue discount of $4.5 million, and unamortized deferred financing fees of $0.7 million.

The original issue discount of $10.5 million and deferred financing fees of $2.6 million on the Term Loans are amortized over the term of the underlying debt and unamortized amounts have been offset against long-term debt in the condensed consolidated balance sheets. As a result of the repayment of the principal amount of the Additional Term Loan Facility in May 2026, as of September 30, 2026, the original issue discount was $0. As of December 31, 2025, the unamortized original issue discount was $3.3 million. As a result of the repayment of the principal amount of the Term Loan Facility in July 2025, the deferred financing fees is $0 as of September 30, 2026 and December 31, 2025.

The original issue discount of $2.0 million and deferred financing fees of $1.0 million on the Revolving Credit Facility are amortized over the term of the underlying debt and unamortized amounts are recorded in Investments and other assets in the condensed consolidated balance sheets. As of September 30, 2026, the unamortized original issue discount and deferred financing fees on the Revolving Credit Facility were both $0 as a result of the repayment of the principal amount of the Revolving Credit Facility in May 2026. As of December 31, 2025, the unamortized original issue discount and deferred financing fees on the Revolving Credit Facility was $1.6 million and $0.8 million, respectively.

During the nine months ended September 30, 2026, the Company made $9.3 million in interest payments.

Convertible Promissory Note

On February 22, 2025, the Company amended its convertible promissory note (the "Second Amended Note") with Google LLC ("Google"), originally entered into on June 22, 2020 (the "Initial Note"), and subsequently amended on November 19, 2020 (the "Amended Note"). The amendment extended the maturity date of the Second Amended Note from March 22, 2026 to December 31, 2030. In addition, the amendment provides the Company the option upon maturity to repay up to 50% of the outstanding principal and accrued interest balance (the "Outstanding Amount") in shares of the Company's Class A common stock equal to the quotient obtained by dividing (1) the Outstanding Amount on the maturity date, by (2) the average of the last trading price on each trading day during the twenty day period ending immediately prior to the maturity date.

The amendment was accounted for as a modification. The principal balance of the Second Amended Note was reset to $238.8 million, which is the total of the then-outstanding principal and accrued interest. Consistent with the terms of the Amended Note, the Second Amended Note bears interest at a rate of 6.0% per annum, compounded annually. The principal amount is automatically reduced each year based on a formula taking into account the aggregate value of the Google Cloud Platform services used by the Company. The Company accounts for the principal reductions as an offset to its cloud and compute spend within selling, general and administrative in its condensed consolidated statements of operations and comprehensive loss. The Outstanding Amount under the Second Amended Note is due and payable on the earlier of (1) December 31, 2030, which is the maturity date of the Amended Note, (2) upon the occurrence and during the continuance of an event of default, and (3) upon the occurrence of an acceleration event, which includes any termination by the Company of its Google Cloud Platform agreement. The Company generally may not prepay the Outstanding Amount, except that the Company may, at its option, prepay the Outstanding Amount in an amount such that the principal amount remaining outstanding after such repayment is $150.0 million.

The Company recognized interest expense of $3.3 million and $3.7 million during the three months ended September 30, 2026 and 2025, respectively. The Company recognized interest expense of $10.1 million and $10.8 million during the nine months ended September 30, 2026 and 2025, respectively. Accrued interest on the Second Amended Note is recorded as Interest Payable within noncurrent liabilities on the condensed consolidated balance sheet.