05/19/2026 | Press release | Distributed by Public on 05/19/2026 15:03
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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 H Preferred Stock | (1) | 05/15/2026 | C | 2,527,646 | (1) | (1) | Class B Common Stock | 2,527,646 | $ 0 | 0 | I | See Footnote(2) | |||
| Class B Common Stock | (3) | 05/15/2026 | C | 2,527,646 | (3) | (3) | Class A Common Stock | 2,527,646 | $ 0 | 2,527,646 | I | See Footnote(2) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Benchmark AI Infrastructure Management Co., L.L.C. 2965 WOODSIDE ROAD WOODSIDE, CA 94062 |
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Benchmark AI Infrastructure Fund, L.P. 2965 WOODSIDE ROAD WOODSIDE, CA 94062 |
X | |||
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Benchmark AI Infrastructure Fund B, L.P. 2965 WOODSIDE ROAD WOODSIDE, CA 94062 |
X | |||
| /s/ An-Yen Hu, Managing Member of Benchmark AI Infrastructure Management Co., L.L.C. | 05/19/2026 | |
| **Signature of Reporting Person | Date | |
| /s/ An-Yen Hu, Managing Member of Benchmark AI Infrastructure Management Co., L.L.C., the General Partner of Benchmark AI Infrastructure Fund, L.P. | 05/19/2026 | |
| **Signature of Reporting Person | Date | |
| /s/ An-Yen Hu, Managing Member of Benchmark AI Infrastructure Management Co., L.L.C., the General Partner of Benchmark AI Infrastructure Fund B, L.P. | 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) | Each share of Series H Preferred Stock automatically converted into one share of Class B Common Stock upon completion of the Issuer's initial public offering pursuant to its terms and has no expiration date. |
| (2) | The shares are held by Benchmark AI Infrastructure Fund, L.P. ("AI Infrastructure"), as nominee for itself and Benchmark AI Infrastructure Fund B, L.P. ("AI Infrastructure B"). Benchmark AI Infrastructure Management Co., L.L.C. ("AI Infrastructure MC"), the general partner of each of AI Infrastructure and AI Infrastructure B, may be deemed to have sole voting and dispositive power over such shares. Each entity disclaims the existence of a "group" and disclaims beneficial ownership of the securities, except to the extent of such entity's pecuniary interest in such securities. |
| (3) | Each share of Class B Common Stock held by the Reporting Person will automatically convert into one share of Class A Common Stock upon the sale or transfer of such share of Class B Common Stock, subject to certain exceptions, and in certain other circumstances described in the Issuer's amended and restated certificate of incorporation. Each share of Class B Common Stock will also be convertible at any time at the option of the Reporting Person into one share of Class A Common Stock. |
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Remarks: This report is one of two reports, each on a separate Form 4, but relating to the same holdings being filed by entities affiliated with Benchmark. |
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