| (a) | The information set forth in rows 7 through 13 of the cover pages to this Schedule 13D is incorporated by reference. Pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the percent of class was calculated based on (i) 273,469,000 shares of Class A Common Stock outstanding as of July 31, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q as filed by the Issuer with the SEC on August 7, 2026, (ii) the shares, if any, of Class A Common Stock underlying Convertible Notes beneficially owned by the reporting person and (iii) the shares, if any, of Class B Common Stock of the Issuer beneficially owned by the reporting person (with such shares treated as converted into shares of Class A Common Stock only for purposes of computing the percentage ownership of the reporting person pursuant to the Exchange Act).
Thrive Capital Partners II, L.P. ("Thrive II") directly holds 4,779,730 shares of Class B common stock. Thrive Partners II GP, LLC ("Thrive Partners II"), as the general partner of Thrive II, may be deemed to beneficially own the shares directly held Thrive II.
Thrive Capital Partners III, L.P. ("Thrive III") directly holds 17,535,258 shares of Class B common stock and Claremount TW, L.P. ("Claremount TW") directly holds 593,021 shares of Class B common stock. Thrive Partners III GP, LLC ("Thrive Partners III"), as the general partner of Thrive III and Claremount TW, may be deemed to beneficially own the shares directly held Thrive III and Claremount TW.
Thrive Capital Partners V, L.P. ("Thrive V") directly holds 1,040,704 shares of Class B common stock and Claremount V Associates, L.P. ("Claremount V") directly holds 19,239 shares of Class B common stock. Thrive Partners V GP, LLC ("Thrive Partners V"), as the general partner of Thrive V and Claremount V, may be deemed to beneficially own the shares directly held Thrive V and Claremount V.
Thrive Capital Partners VI Growth, L.P. ("Thrive VI Growth") directly holds 2,498,513 shares of Class B common stock and Claremount VI Associates, L.P. ("Claremount VI") directly holds 48,982 shares of Class B common stock. Thrive Partners VI GP, LLC ("Thrive Partners VI"), as the general partner of Thrive VI Growth and Claremount VI, may be deemed to beneficially own the shares directly held Thrive VI Growth and Claremount VI.
Thrive VII Growth directly holds 6,268,097 shares of Class B common stock and, subject to the terms of conversion applicable to the Convertible Notes set forth in the Indenture (as previously described in Item 6 of this statement), may be deemed to beneficially own 4,155,908 shares of Class A common stock issuable upon conversion of the outstanding principal of Convertible Notes at the current Conversion Rate (as defined in the Indenture). Thrive Partners VII Growth GP, LLC ("Thrive Partners VII Growth"), as the general partner of Thrive VII Growth, may be deemed to beneficially own the shares directly held and/or beneficially owned by Thrive VII Growth.
Claremount VII (together with Thrive II, Thrive III, Thrive V, Thrive VI Growth, Claremount TW, Claremount V, Claremount VI and Thrive VII Growth, the "Thrive Capital Funds") directly holds 75,520 shares of Class B common stock and, subject to the terms of conversion applicable to the Convertible Notes set forth in the Indenture, may be deemed to beneficially own 50,112 shares of Class A common stock issuable upon conversion of the outstanding principal of Convertible Notes at the current Conversion Rate (as defined in the Indenture). Thrive Partners VII GP, LLC ("Thrive Partners VII" and together with Thrive Partners II, Thrive Partners III, Thrive Partners V, Thrive Partners VI and Thrive Partners VII Growth, the "Thrive General Partners"), as the general partner of Claremount VII, may be deemed to beneficially own the shares directly held and/or beneficially owned by Claremount VII.
Mr. Kushner directly owns 460,367 shares of Class A Common Stock. In addition, as the sole managing member of each of the Thrive General Partners, Mr. Kushner may be deemed to beneficially own the Shares held and/or beneficially owned by the Thrive Capital Funds. |
| (c) | On September 18, 2026, (i) Thrive II transferred 1,307,831 and 15,758 shares of Class B Common Stock to Thrive VII Growth and Claremount VII, respectively, in exchange for 1,307,831 and 15,758 shares of Class A Common Stock held by Thrive VII Growth and Claremount VII, respectively; (ii) Thrive III transferred 4,798,003 and 57,807 shares of Class B Common Stock to Thrive VII Growth and Claremount VII, respectively, in exchange for 4,798,003 and 57,807 shares of Class A Common Stock held by Thrive VII Growth and Claremount VII, respectively; (iii) Claremount TW transferred 162,263 and 1,955 shares of Class B Common Stock to Thrive VII Growth and Claremount VII, respectively, in exchange for 162,263 and 1,955 shares of Class A Common Stock held by Thrive VII Growth and Claremount VII, respectively.
Subsequently, on the same date, (i) Thrive II distributed to its limited partners and sole general partner, pro rata and without consideration, 1,323,589 shares of Class A Common Stock; (ii) Thrive III distributed to its limited partners and sole general partner, pro rata and without consideration, 4,855,810 shares of Class A Common Stock; and (iii) Claremount TW distributed to its limited partners and sole general partner, pro rata and without consideration, 164,218 shares of Class A Common Stock. Each of Thrive Partners II GP, LLC and Thrive Partners III GP, LLC, in turn, distributed to their members, pro rata and without consideration, the shares of Class A Common Stock received in the foregoing distributions.
Except as described herein, none of the reporting persons has effected any transactions in the Issuer's Class A Common Stock during the last 60 days. |
