| (a) | This Amendment No. 10 is filed by Andreessen Horowitz Fund IV, L.P., a Delaware limited partnership ("AH IV"), AH Parallel Fund IV, L.P., a Delaware limited partnership ("AH Parallel IV"), AH Parallel Fund V, L.P., a Delaware limited partnership ("AH Parallel V"), Andreessen Horowitz LSV Fund I, L.P., a Delaware limited partnership ("AH LSV I"), Andreessen Horowitz LSV Fund III, L.P., a Delaware limited partnership ("AH LSV III"), AH Equity Partners IV, L.L.C., a Delaware limited liability company ("AH Equity IV"), AH Equity Partners IV (Parallel), L.L.C., a Delaware limited liability company ("AH Equity Parallel IV"), AH Equity Partners V (Parallel), L.L.C., a Delaware limited liability company ("AH Equity Parallel V"), AH Equity Partners LSV I, L.L.C., a Delaware limited liability company ("AH Equity LSV I"), AH Equity Partners LSV III, L.L.C., a Delaware limited liability company ("AH Equity LSV III"), Marc Andreessen ("Andreessen") and Benjamin Horowitz ("Horowitz"). The foregoing entities and individuals are collectively referred to herein as the "Reporting Persons."
AH Equity IV is the general partner of AH IV and may be deemed to have sole power to vote and sole power to dispose of shares of the Issuer held of record by AH IV for itself and as nominee for Andreessen Horowitz Fund IV-A, L.P. ("AH IV-A"), Andreessen Horowitz Fund IV-B, L.P. ("AH IV-B"), and Andreessen Horowitz Fund IV-Q, L.P. ("AH IV-Q"). Andreessen and Horowitz are managing members of AH Equity IV and may be deemed to have shared power to vote and shared power to dispose of shares of the Issuer held of record by AH IV for itself and as nominee.
AH Equity Parallel IV is the general partner of AH Parallel IV and may be deemed to have sole power to vote and sole power to dispose of shares of the Issuer held of record by AH Parallel IV for itself and as nominee for AH Parallel Fund IV-A, L.P. ("AH Parallel IV-A"), AH Parallel Fund IV-B, L.P. ("AH Parallel IV-B"), and AH Parallel Fund IV-Q, L.P. ("AH Parallel IV-Q"). Andreessen and Horowitz are managing members of AH Equity Parallel IV and may be deemed to have shared power to vote and shared power to dispose of shares of the Issuer held of record by AH Parallel IV for itself and as nominee.
AH Equity Parallel V is the general partner of AH Parallel V and may be deemed to have sole power to vote and sole power to dispose of shares of the Issuer held of record by AH Parallel V for itself and as nominee for AH Parallel Fund V-A, L.P. ("AH Parallel V-A"), AH Parallel Fund V-B, L.P. ("AH Parallel V-B"), and AH Parallel Fund V-Q, L.P. ("AH Parallel V-Q"). Andreessen and Horowitz are managing members of AH Equity Parallel V and may be deemed to have shared power to vote and shared power to dispose of shares of the Issuer held of record by AH Parallel V for itself and as nominee.
AH Equity LSV I is the general partner of AH LSV I and may be deemed to have sole power to vote and sole power to dispose of shares of the Issuer held of record by AH LSV I for itself and as nominee for Andreessen Horowitz LSV Fund I-B, L.P. ("AH LSV I-B") and Andreessen Horowitz LSV Fund I-Q, L.P. ("AH LSV I-Q"). Andreessen and Horowitz are managing members of AH Equity LSV I and may be deemed to have shared power to vote and shared power to dispose of shares of the Issuer held of record by AH LSV I for itself and as nominee.
AH Equity LSV III is the general partner of AH LSV III and may be deemed to have sole power to vote and sole power to dispose of shares of the Issuer held of record by AH LSV III for itself and as nominee for Andreessen Horowitz LSV Fund III-B, L.P. ("AH LSV III-B") and AH 2022 Annual Fund, L.P. ("AH 2022 Annual"). Andreessen and Horowitz are managing members of AH Equity LSV III and may be deemed to have shared power to vote and shared power to dispose of shares of the Issuer held of record by AH LSV III for itself and as nominee.
AH Equity Partners 2022 Annual Fund, L.L.C. ("AH EP 2022 Annual") is the general partner of AH 2022 Annual and may be deemed to have sole power to vote and sole power to dispose of shares of the Issuer held of record by AH 2022 Annual. Andreessen and Horowitz are managing members of AH EP 2022 Annual and may be deemed to have shared power to vote and shared power to dispose of shares of the Issuer held of record by AH 2022 Annual. |
| | Item 3 of Amendment No. 9 is hereby amended and supplemented as follows:
Pro Rata In-Kind Distributions
On September 8, 2025, AH IV, AH IV-A, AH IV-B and AH IV-Q converted an aggregate of 10,949,014 shares of the Issuer's Class B Common Stock into Class A Common Stock and distributed, for no consideration, an aggregate of 10,949,014 shares of the Issuer's Class A Common Stock in a pro rata in-kind distribution to their respective partners and to AH Equity IV. On the same date, AH Equity IV distributed, for no consideration, all of the shares of the Issuer's Class A Common Stock it received from AH IV, AH IV-A, AH IV-B and AH IV-Q in a pro rata in-kind distribution to its members. a16z Capital Management, L.L.C. (formerly AH Capital Management, L.L.C.) ("a16z Capital Management") received 24,964 shares of Class A Common Stock from AH Equity IV in connection with the aforementioned pro rata in-kind distribution. Andreessen and Horowitz are members of a16z Capital Management and may be deemed to have shared power to vote and shared power to dispose of shares of the Issuer held of record by a16z Capital Management. On September 8, 2025, the closing price of the Issuer's Class A Common Stock on the New York Stock Exchange was $41.53.
On September 8, 2025, AH Parallel IV, AH Parallel IV-A, AH Parallel IV-B and AH Parallel IV-Q converted an aggregate of 994,899 shares of the Issuer's Class B Common Stock into Class A Common Stock and distributed, for no consideration, an aggregate of 994,899 shares of the Issuer's Class A Common Stock in a pro rata in-kind distribution to their respective partners and to AH Equity Parallel IV. On the same date, AH Equity Parallel IV distributed, for no consideration, all of the shares of the Issuer's Class A Common Stock it received from AH Parallel IV, AH Parallel IV-A, AH Parallel IV-B and AH Parallel IV-Q in a pro rata in-kind distribution to its members. a16z Capital Management received 2,190 shares of Class A Common Stock from AH Equity Parallel IV in connection with the aforementioned pro rata in-kind distribution. Andreessen and Horowitz are members of a16z Capital Management and may be deemed to have shared power to vote and shared power to dispose of shares of the Issuer held of record by a16z Capital Management. On September 8, 2025, the closing price of the Issuer's Class A Common Stock on the New York Stock Exchange was $41.53.
On September 8, 2025, AH Parallel V, AH Parallel V-A, AH Parallel V-B and AH Parallel V-Q converted an aggregate of 2,573,745 shares of the Issuer's Class B Common Stock into Class A Common Stock and distributed, for no consideration, an aggregate of 2,316,745 shares of the Issuer's Class A Common Stock in a pro rata in-kind distribution to their respective partners and to AH Equity Parallel V. On the same date, AH Equity Parallel V distributed, for no consideration, all of the shares of the Issuer's Class A Common Stock it received from AH Parallel V, AH Parallel V-A, AH Parallel V-B and AH Parallel V-Q in a pro rata in-kind distribution to its members. a16z Capital Management received 208 shares of Class A Common Stock from AH Equity Parallel V in connection with the aforementioned pro rata in-kind distribution. Andreessen and Horowitz are members of a16z Capital Management and may be deemed to have shared power to vote and shared power to dispose of shares of the Issuer held of record by a16z Capital Management. On September 8, 2025, the closing price of the Issuer's Class A Common Stock on the New York Stock Exchange was $41.53.
On September 8, 2025, AH LSV I, AH LSV I-B and AH LSV I-Q converted an aggregate of 1,758,907 shares of the Issuer's Class B Common Stock into Class A Common Stock and distributed, for no consideration, an aggregate of 1,255,907 shares of the Issuer's Class A Common Stock in a pro rata in-kind distribution to their respective partners and to AH Equity LSV I. On the same date, AH Equity LSV I distributed, for no consideration, all of the shares of the Issuer's Class A Common Stock it received from AH LSV I, AH LSV I-B and AH LSV I-Q in a pro rata in-kind distribution to its members. a16z Capital Management received 5,969 shares of Class A Common Stock from AH Equity LSV I in connection with the aforementioned pro rata in-kind distribution. Andreessen and Horowitz are members of a16z Capital Management and may be deemed to have shared power to vote and shared power to dispose of shares of the Issuer held of record by a16z Capital Management. On September 8, 2025, the closing price of the Issuer's Class A Common Stock on the New York Stock Exchange was $41.53.
Sales by a16z Capital Management
On September 9, 2025, a16z Capital Management sold 33,331 shares of Class A Common Stock in multiple transactions. a16z Capital Management sold (i) 11,860 shares of Class A Common Stock at a weighted average price of $37.91 per share, in open market sales with prices ranging from $ 37.40 to $ 38.39; (ii) 18,163 shares of Class A Common Stock at a weighted average price of $38.79 per share, in open market sales with prices ranging from $38.41 to $39.40 and (iii) 3,308 shares of Class A Common Stock at a weighted average price of $39.70 per share, in open market sales with prices ranging from $39.42 to $40.10. a16z Capital Management undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in the previous sentence.
Sales by AH LSV I
On September 9, 2025, AH LSV I sold 503,000 shares of Class A Common Stock in multiple transactions. AH LSV I sold (i) 183,868 shares of Class A Common Stock at a weighted average price of $37.90 per share, in open market sales with prices ranging from $37.38 to $38.3789; (ii) 268,420 shares of Class A Common Stock at a weighted average price of $38.78 per share, in open market sales with prices ranging from $38.38 to $39.3791; and (iii) 50,712 shares of Class A Common Stock at a weighted average price of $39.67 per share, in open market sales with prices ranging from $39.38 to $40.10. AH LSV I undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in the previous sentence.
Sales by AH Parallel V
On September 9, 2025, AH Parallel V sold 257,000 shares of Class A Common Stock in multiple transactions. AH Parallel V sold (i) 93,944 shares of Class A Common Stock at a weighted average price of $37.90 per share, in open market sales with prices ranging from $37.38 to $38.3789; (ii) 137,145 shares of Class A Common Stock at a weighted average price of $38.78 per share, in open market sales with prices ranging from $38.38 to $39.3791; and (iii) 25,911 shares of Class A Common Stock at a weighted average price of $39.67 per share, in open market sales with prices ranging from $39.38 to $40.10. AH Parallel V undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in the previous sentence.
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