05/19/2026 | Press release | Distributed by Public on 05/19/2026 14:15
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
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1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Series A Preferred Stock | (1) | 05/15/2026 | C | 12,322,821 | (1) | (1) | Class B Common Stock | 12,322,821 | (1) | 0 | I | By Foundation Capital VIII, L.P.(2) | |||
| Series A Preferred Stock | (1) | 05/15/2026 | C | 265,414 | (1) | (1) | Class B Common Stock | 265,414 | (1) | 0 | I | By Foundation Capital VIII Principals Fund, LLC(3) | |||
| Series B Preferred Stock | (1) | 05/15/2026 | C | 1,395,341 | (1) | (1) | Class B Common Stock | 1,395,341 | (1) | 0 | I | By Foundation Capital VIII, L.P.(2) | |||
| Series B Preferred Stock | (1) | 05/15/2026 | C | 30,053 | (1) | (1) | Class B Common Stock | 30,053 | (1) | 0 | I | By Foundation Capital VIII Principals Fund, LLC(3) | |||
| Series C Preferred Stock | (1) | 05/15/2026 | C | 109,409 | (1) | (1) | Class B Common Stock | 109,409 | (1) | 0 | I | By Foundation Capital VIII, L.P.(2) | |||
| Series C Preferred Stock | (1) | 05/15/2026 | C | 2,356 | (1) | (1) | Class B Common Stock | 2,356 | (1) | 0 | I | By Foundation Capital VIII Principals Fund, LLC(3) | |||
| Series D Preferred Stock | (1) | 05/15/2026 | C | 30,315 | (1) | (1) | Class B Common Stock | 30,315 | (1) | 0 | I | By Foundation Capital VIII, L.P.(2) | |||
| Series D Preferred Stock | (1) | 05/15/2026 | C | 653 | (1) | (1) | Class B Common Stock | 653 | (1) | 0 | I | By Foundation Capital VIII Principals Fund, LLC(3) | |||
| Series E Preferred Stock | (1) | 05/15/2026 | C | 53,419 | (1) | (1) | Class B Common Stock | 53,419 | (1) | 0 | I | By Foundation Capital VIII, L.P.(2) | |||
| Series E Preferred Stock | (1) | 05/15/2026 | C | 1,151 | (1) | (1) | Class B Common Stock | 1,151 | (1) | 0 | I | By Foundation Capital VIII Principals Fund, LLC(3) | |||
| Series E Preferred Stock | (1) | 05/15/2026 | C | 1,091,411 | (1) | (1) | Class B Common Stock | 1,091,411 | (1) | 0 | I | By Foundation Capital Leadership Fund II, L.P.(4) | |||
| Class B Common Stock | (1) | 05/15/2026 | C | 13,911,305 | (1) | (1) | Class A Common Stock | 13,911,305 | (1) | 13,911,305 | I | By Foundation Capital VIII, L.P.(2) | |||
| Class B Common Stock | (1) | 05/15/2026 | C | 299,627 | (1) | (1) | Class A Common Stock | 299,627 | (1) | 299,627 | I | By Foundation Capital VIII Principals Fund, LLC(3) | |||
| Class B Common Stock | (1) | 05/15/2026 | C | 1,091,411 | (1) | (1) | Class A Common Stock | 1,091,411 | (1) | 1,091,411 | I | By Foundation Capital Leadership Fund II, L.P.(4) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Foundation Capital Management Co. VIII, L.L.C. C/O FOUNDATION CAPITAL 550 HIGH STREET, 3RD FLOOR PALO ALTO, CA 94301 |
X | |||
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Foundation Capital VIII, L.P. C/O FOUNDATION CAPITAL 550 HIGH STREET, 3RD FLOOR PALO ALTO, CA 94301 |
X | |||
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Foundation Capital VIII Principals Fund, L.L.C. C/O FOUNDATION CAPITAL 550 HIGH STREET, 3RD FLOOR PALO ALTO, CA 94301 |
X | |||
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Foundation Capital Management Co. LF II, L.L.C. C/O FOUNDATION CAPITAL 550 HIGH STREET, 3RD FLOOR PALO ALTO, CA 94301 |
X | |||
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Foundation Capital Leadership Fund II, L.P. C/O FOUNDATION CAPITAL 550 HIGH STREET, 3RD FLOOR PALO ALTO, CA 94301 |
X | |||
| Foundation Capital Management Co. VIII, L.L.C., By: /s/ Charles Moldow, Manager | 05/19/2026 | |
| **Signature of Reporting Person | Date | |
| Foundation Capital VIII, L.P., By: Foundation Capital Management Co. VIII, L.L.C., its General Partner, By: /s/ Charles Moldow, Manager | 05/19/2026 | |
| **Signature of Reporting Person | Date | |
| Foundation Capital VIII Principals Fund, L.L.C., By: Foundation Capital Management Co. VIII, L.L.C., its Manager, By: /s/ Charles Moldow, Manager | 05/19/2026 | |
| **Signature of Reporting Person | Date | |
| Foundation Capital Management Co. LF II, L.L.C., By: /s/ Charles Moldow, Manager | 05/19/2026 | |
| **Signature of Reporting Person | Date | |
| Foundation Capital Leadership Fund II, L.P., By: Foundation Capital Management Co. LF II, L.L.C., its General Partner, By: /s/ Charles Moldow, Manager | 05/19/2026 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | Immediately prior to the closing of the Issuer's initial public offering, each share of the Issuer's redeemable convertible preferred stock automatically converted and was reclassified into one share of Class B Common Stock in an exempt transaction pursuant to Rule 16b-7. Each share of Class B common stock is convertible at any time at the option of the holder into one share of Class A common stock. |
| (2) | These securities are owned by Foundation Capital VIII, L.P. ("FC8"). Foundation Capital Management Co. VIII, L.L.C. ("FCM8") serves as the sole general partner of FC8 and, as such, FCM8 possesses voting and dispositive power over the shares held by FC8, and may be deemed to have indirect beneficial ownership of the shares held by FC8. FCM8 disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein. |
| (3) | These securities are owned by Foundation Capital VIII Principals Fund, L.L.C. ("FC8P"). FCM8 serves as the sole manager of FC8P and, as such, FCM8 possesses voting and dispositive power over the shares held by FC8P, and may be deemed to have indirect beneficial ownership of the shares held by FC8P. FCM8 disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein. |
| (4) | These securities are owned by Foundation Capital Leadership Fund II, L.P. ("FCL2"). Foundation Capital Management Co,. LF II, L.L.C. ("FCMLF2") serves as the sole general partner of FCL2 and, as such, FCMLF2 possesses voting and dispositive power over the shares held by FCL2, and may be deemed to have indirect beneficial ownership of the shares held by FCL2. FCMLF2 disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein. |