Backblaze, Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 1. Organization and Description of Business

Description of Business

Backblaze, Inc. and its subsidiaries (collectively, “Backblaze” or the “Company”) isa high-performance cloud storage platform that serves as a backbone for data-intensive use cases in artificial intelligence (“AI”) as well as across a broad range of other modern cloud workloads. Customers also use the Backblaze Storage Cloud platform to help ensure the cyber-resilience of their organizations, streamline media workflows, and address a variety of other data-focused application and information technology needs. The Company delivers its services through the Backblaze Storage Cloud platform, a purpose-built, web-scale software architecture operating on commodity hardware. Backblaze’s offerings include B2 Cloud Storage, an Infrastructure-as-a-Service (“IaaS”) solution, and Computer Backup, a Software-as-a-Service (“SaaS”) solution.

Note 2. Basis of Presentation and Summary of Significant Accounting Policies

Basis of Presentation and Principles of Consolidation

The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. Intercompany accounts and transactions have been eliminated. The accompanying condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) and applicable rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”) regarding interim financial reporting. Accordingly, they do not include all disclosures normally required in annual consolidated financial statements prepared in accordance with GAAP. Therefore, these unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes for the year ended December 31, 2025 included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, which was filed with the SEC on March 10, 2026 (the “Annual Report”). In management’s opinion, these unaudited condensed consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements and reflect all adjustments, which include normal recurring adjustments necessary for fair presentation. The results of operations for the three and six months ended June 30, 2026 and 2025 are not necessarily indicative of the results to be expected for the full year or any other future interim or annual period.

Reclassifications

To conform to the current period’s presentation, foreign exchange losses of$0.5 million and $0.6 million that was previously included in “General and administrative” operating expenses is now included within “Other income (expense), net” in the condensed consolidated statement of operations and comprehensive loss for thethree and six months ended June 30, 2025. This reclassification had no impact on total net loss and comprehensive loss.

To conform to the current period’s presentation, prepaid expenses and other current assets that were previously presented as separate line items have been reclassified and included in “Prepaid expenses and other current assets” in the condensed consolidated statement of cash flows for thesix months ended June 30, 2025.

Emerging Growth Company

The Company is an emerging growth company (“EGC”), as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Under the JOBS Act, EGCs can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. The Company has elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that it (i) is no longer an EGC or (ii) affirmatively and irrevocably opts out of the extended transition period provided in the JOBS Act. As a result, these condensed consolidated financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates. The Company will maintain its EGC status until the fifth anniversary of the Company’s initial public offering. The Company intends to use the extended transition period for any other new or revised accounting standards during the period in which it remains an EGC. As a result, the Company’s Annual Report on Form 10-K for the year ending December 31, 2026 will no longer reflect any reduced disclosure requirements as an emerging growth company.

Significant Accounting Policies

Except as described below, there have been no material changes to the Company’s significant accounting policies as disclosed in its Annual Report on Form 10-K for the year ended December 31, 2025.

Revenue Recognition

Committed-Capacity and Managed Storage Arrangements

The Company recently began offering committed storage capacity and managed storage services. Under committed-capacity arrangements, the provision of reserved storage capacity over the contractual term represents a single performance obligation that is satisfied over time as the capacity is made available to the customer. Revenue is recognized under these arrangements using an output method based on the proportion of contracted storage capacity made available, which reflects the transfer of services to the customer. Under managed storage arrangements, the related managed storage services generally represent a single performance obligation that is satisfied over time, with revenue recognition commencing when the applicable storage capacity is deployed and the related services become available to the customer.

Revenue recognition under these arrangements is expected to begin during the third quarter of 2026. Therefore, no related revenue was recognized during the three and six months ended June 30, 2026.

Share-Based Consideration Payable to a Customer

Share-based consideration granted to a customer is accounted for as a reduction of the transaction price of the related customer contract. The reduction in revenue is recognized in the same pattern as the related revenue.

Use of Estimates

The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported and disclosed in the condensed consolidated financial statements and the accompanying notes. Such estimates and assumptions include the costs to be capitalized as internal-use software, which include determining whether projects will result in new or additional functionality, the useful lives of other long-lived assets, impairment considerations for long-lived assets, the incremental borrowing rate for lease agreements, lease and non-lease component allocation, estimates related to variable consideration, the expected period of benefit of deferred contract acquisition costs, and accounting for income taxes, including estimates for deferred tax assets, valuation allowance, and uncertain tax positions. The Company bases its estimates on historical experience and on assumptions that management considers reasonable. Future actual results could differ materially from these estimates.

During the second quarter of 2025, the Company completed a study on the useful lives of its property and equipment. Effective April 1, 2025, the estimated lives of (i) data center equipment, which includes hard drives, and (ii) machinery and equipment, which includes servers and other infrastructure equipment, were extended on a prospective basis from a range of 3 to 5 years to a uniform 6 years. The reassessment was based on historical data and continuous improvements made to the efficiency and durability of the Company’s storage infrastructure.

The change in estimate reduced depreciation expense and decreased net losses by approximately $2.4 million for both the three and six months ended June 30, 2025 resulting in increases of $0.04 per basic and diluted share for both the three and six months ended June 30, 2025.

The continuing effect of the change in estimate resulted in both depreciation expense and net loss being approximately $0.8 million lower for the three months ended June 30, 2026, and approximately $1.7 million lower for the six months ended June 30, 2026, than they would have been under the former estimated useful lives, resulting in favorable impacts of $0.02 and $0.03 per basic and diluted share for the three and six months ended June 30, 2026, respectively. The Company estimates that depreciation expense and net loss for the remainder of 2026 will be approximately $1.1 million lower than it would have been under the former estimated useful lives.

Comprehensive Loss

The Company does not have any components of other comprehensive income recorded within the condensed consolidated financial statements and therefore does not separately present a statement of comprehensive income in the condensed consolidated financial statements.

Income Taxes

The Company is subject to U.S. federal, state, and foreign income taxes as a corporation. The Company’s tax provision and the resulting effective tax rate for interim periods is determined based upon its estimated annual effective tax rate adjusted for the effect of discrete items arising in that quarter. The effective tax rate for each of thethree and six months ended June 30, 2026 and 2025 waszero as the Company has incurred continuous operating losses.

Concentrations and Risks and Uncertainties

Credit risk. Financial instruments that potentially subject the Company to credit risk primarily consist of cash, cash equivalents, accounts receivable, marketable securities, and unbilled receivables.

The Company maintains its cash, cash equivalents, and marketable securities with high-quality financial institutions that have investment-grade credit ratings. Although these institutions are considered to be financially sound, deposits may exceed the amounts insured or guaranteed by the Federal Deposit Insurance Corporation, which could subject the Company to risk of loss in the event of the failure of any such financial institution.

The Company is also exposed to credit risk related to accounts receivable and unbilled receivables from customers. The Company does not have separate collateral requirements to support financial instruments subject to credit risk.

Concentration of vendors. The Company acquires infrastructure equipment from third-party vendors. Vendors may have limited sources of equipment and supplies, which may expose the Company to potential supply-chain and service disruptions that could harm the Company’s business.

The following tables present concentrations of vendors and customers that accounted for more than 10% of the Company’s cash disbursements, accounts payable, and accounts receivable.

New Accounting Standards Adopted

In July 2025, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2025-05, “Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets.” This standard allows entities to apply a practical expedient when estimating expected credit losses for current accounts receivable and current contract assets that arise from transactions accounted for under Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers. The Company adopted ASU 2025-05 effective January 1, 2026 and elected the practical expedient. The adoption did not have a material impact on the Company's consolidated financial statements.

In May 2025, the FASB issued ASU 2025-04, “Compensation—Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606): Clarifications to Share-Based Consideration Payable to a Customer.” This standard clarifies the accounting for share-based consideration payable to customers, including that conditions based on a customer’s purchases or potential purchases are performance conditions, and requires entities to estimate whether awards subject to service or performance conditions will vest. The Company early adopted ASU 2025-04 effective January 1, 2026 using the modified retrospective method. The adoption did not result in a cumulative-effect adjustment and did not have a material impact on the Company’s consolidated financial statements.

Recently Issued Accounting Pronouncements

In September 2025, the FASB issued ASU 2025-06,“Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software.” This standard updates the recognition model for internal-use software by eliminating the project stage framework and requiring capitalization once projects are approved and completion is probable, and also clarifies related disclosure requirements. This ASU is effective for all entities for fiscal years beginning after December 15, 2027, including interim periods within those years, with early adoption permitted. The Company is currently evaluating the impact of the adoption of this standard.

In November 2024, the FASB issued ASU 2024-03, “Income Statement (Subtopic 220-40) - Reporting Comprehensive Income - Expense Disaggregation Disclosures.” The ASU requires disclosure of specified information about certain costs and expenses, including (i) certain amounts already required to be disclosed in the same disclosure as the other disaggregation requirements, (ii) a qualitative description of amounts remaining in relevant expense captions that are not separately disaggregated quantitatively, and (iii) the total amount of selling expenses and an entity’s definition of such expenses. For public companies, this ASU is effective for fiscal years beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027 on either a prospective or retrospective basis. Early adoption is permitted. The Company is currently evaluating the impact of the adoption of this standard.

In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740) - Improvements to Income Tax Disclosures” requiring enhancements and further transparency to certain income tax disclosures, most notably the tax rate reconciliation and income taxes paid. This ASU is effective for fiscal years beginning after December 15, 2024 for public companies and is effective for fiscal years beginning after December 15, 2025 for non-public business entities. In accordance with its EGC status, the Company will implement the standard on a prospective basis beginning with its annual reporting period ending December 31, 2026. The Company does not expect ASU 2023-09 to have a material impact on its consolidated financial statements.

Note 3. Revenues

Disaggregation of Total Revenue

The following table presents the Company’s total revenue disaggregated by product (in thousands):

The following table presents the Company’s total revenue disaggregated by timing of revenue recognition (in thousands):

Total revenue by geographic area, based on the location of the Company’s customers, was as follows (in thousands):

Earned, Unbilled Revenue

As of June 30, 2026 and December 31, 2025, the Company had $4.9 million and $3.7 million, respectively, of unbilled accounts receivable included within other current assets in the condensed consolidated balance sheets.

Deferred Revenue

The following table presents information regarding the Company’s total deferred revenue (in thousands):

Deferred revenue represents the invoiced portion of the Company’s contract liabilities for which the related performance obligations are still outstanding. The Company’s remaining performance obligations (“RPOs”) include deferred revenue as well as future committed revenue under existing customer contracts.

The following table presents the Company’s RPOs (in millions):

(1) The increase in RPOs as of June 30, 2026 was primarily attributable to the CoreWeave Agreement entered into on June 16, 2026, with an aggregate contract value of approximately $335.1 million, less approximately $21.7 million attributable to the fair value of warrants issued to the customer. See footnote 12 for further information.

(2) Effective January 1, 2026, the Company has included contracts with an original duration of one year or less in the above RPOs disclosure. To conform to current period disclosure, the Company has similarly included short-term contracts in the comparative disclosure as of December 31, 2025 resulting in an increase of $4.0 million from amounts previously disclosed.

Deferred Contract Costs

The following tables present the Company’s deferred contract costs and amortization of deferred contract costs (in thousands):

Note 4. Marketable Securities

Fair Values and Gross Unrealized Gains and Losses on Held-to-Maturity Investments

The amortized cost, gross unrealized gains and losses, fair values, and net carrying value of interest-bearing securities, by type of security, were as follows (in thousands):

Scheduled Maturities

The amortized cost and fair value of the Company’s held-to-maturity investments as of June 30, 2026, by contractual maturity, are shown below.

Aging of Unrealized Losses

As of June 30, 2026, certain securities were in an immaterial unrealized loss position for less than twelve months. There wereno securities in an unrealized loss position as of December 31, 2025.

Note 5. Fair Value Measurements

The following table presents the disclosed fair values of the Company’s held-to-maturity investments by level within the fair value hierarchy (in thousands):

(1) Investments in money market funds measured at fair value using the net asset value per share practical expedient are not subject to hierarchy level classification disclosure. The Company invests in money market funds that seek to maintain a stable net asset value. These investments include commingled funds that comprise high-quality short-term securities representing liquid debt and monetary instruments where the redemption value is likely to be the fair value. Redemption is permitted daily without written notice.

There were no transfers between levels of the fair value hierarchy during the periods presented. There wereno material assets or liabilities that were measured at fair value on a non-recurring basis during the three and six months ended June 30, 2026. During the year ended December 31, 2025, the only significant assets measured at fair value on a non-recurring basis were right-of-use assets related to the Company’s corporate headquarters lease, as discussed in Note 5 to Notes to Consolidated Financial Statements included in the Company’s Annual Report.

Note 6. Property and Equipment, Net

Property and equipment, net consisted of the following (in thousands):

(1) The net book value of the Company’s equipment under finance lease agreements and lease financing obligations was $55.0 million and $45.7 million as of June 30, 2026 and December 31, 2025, respectively.

The following table presents property and equipment, net and operating lease right-of-use assets by geographic region (in thousands):

Note 7. Capitalized Internal-Use Software, Net

Capitalized internal-use software, net consisted of the following (in thousands):

Amortization expense of capitalized internal-use software included in the condensed consolidated statements of operations and comprehensive loss as follows (in thousands):

(1) Includes $0.1 million and $0.3 million of restructuring charges for the three and six months ended June 30, 2026, respectively, related to the Company’s 2025 Restructuring and Transformation Plan. See Note 14 for further information.

As of June 30, 2026, future amortization expense is expected to be as follows (in thousands):

Note 8. Leases

Finance Leases

The Company generally enters into finance lease arrangements to obtain hard drives and other infrastructure equipment for its data center operations. The terms of these agreements generally range from three tofive years and certain of these arrangements have optional renewals to extend the term of the lease generally at a fixed price. Finance leases are generally secured by the underlying leased equipment. The Company’s finance leases have original lease periods expiring between 2026 and 2031. Finance lease right-of-use assets are included in property and equipment, net in the Company’s condensed consolidated balance sheets.

Operating Leases

The Company leases data center spaces and office space under non-cancelable operating leases with various expiration dates. Certain lease agreements include renewal options to extend the lease term at a price to be determined upon exercise. These options are not reasonably certain to be exercised and therefore are not factored in the determination of lease payments. Contingent rental payments are generally not included in the Company’s lease agreements. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants. The Company's leases have original lease periods expiring between 2026 and 2033.

Summary of Lease Information

The weighted average remaining lease terms and discount rates as of June 30, 2026 and December 31, 2025 were as follows:

(1) Includes lease financing obligation costs.

The following table presents the components of lease expense (in thousands):

(1) Substantially all of the depreciation expense on assets acquired through the Company’s finance leases and lease financing obligations is included in cost of revenue in its condensed consolidated statements of operations and comprehensive loss.

(2) Non-lease components represent non-tangible utilities and services associated with the Company’s co-location lease agreements and are not recorded on the Company’s condensed consolidated balance sheets. The Company used judgment and third-party data in determining the stand-alone price for allocating consideration to lease and non-lease components under these lease agreements, such as the price of utilities as compared to its tangible data center footprint within each facility.

The following table presents supplemental cash flow information relating to the Company’s leases (in thousands):

The future minimum commitments for finance leases and lease financing obligations as of June 30, 2026 were as follows (in thousands):

As of June 30, 2026, the Company's future minimum obligations for operating leases and non-cancellable contractual commitments related to non-lease components were as follows (in thousands):

In June 2026, the Company entered into a leasing agreement for a data center facility that is expected to commence in the third quarter of 2026, with a non-cancellable lease term ofthree years. The undiscounted future lease payments for this lease are approximately €3.4 million, or approximately $3.8 million based on the exchange rate between the Euro and the U.S. dollar as of June 30, 2026.

Additionally, in July 2026, the Company entered into an agreement to expand the same lease, which is expected to commence in the fourth quarter of 2026, with a non-cancellable lease term ofthree years. The undiscounted future lease payments for this lease are approximately €1.4 million, or approximately $1.5 million based on the exchange rate between the Euro and the U.S. dollar as of June 30, 2026.

The future lease payments associated with these agreements are not included in the lease obligations presented in the table above as the leases had not commenced as of June 30, 2026.

Note 9. Commitments and Contingencies

Purchase Commitments

Other non-cancellable commitments relate primarily to service agreements to support the Company’s operations. As of June 30, 2026, the Company had $1.5 million, $3.6 million, $2.2 million, and $1.0 million payable for these commitments during the remainder of the year ending December 31, 2026 and the years ending December 31, 2027, 2028, and 2029, respectively.

401(k) Plan

The Company sponsors a 401(k) defined contribution plan covering all eligible U.S. employees. Contributions to the 401(k) plan are discretionary. The Company contrib uted $0.5 million to the 401(k) plan for each of the three months ended June 30, 2026 and 2025 and $1.0 million to the 401(k) plan for each of the six months ended June 30, 2026 and 2025.

Legal Matters

The Company is involved from time to time in various claims and legal actions arising in the ordinary course of business. Where appropriate, the Company establishes accruals for matters that are both probable and reasonably estimable and generally maintains insurance to cover certain types of litigation claims, subject to policy limits, retentions and deductibles, and other factors. As of June 30, 2026, the Company was not subject to any claims that are expected to have a material adverse effect on its financial position, results of operations, or cash flows. Nonetheless, the outcome of litigation is inherently uncertain; any such matters, individually or in the aggregate, could result in adverse impacts on the Company, including defense and settlement costs, diversion of management resources, and other factors.

Indemnification

The Company enters into indemnification provisions under agreements with other parties from time to time in the ordinary course of business. These agreements may require the Company to indemnify and defend the indemnified party against third-party claims arising from the Company’s activities or from any breaches of representations or warranties made by the Company. To date, the Company has not incurred any material costs or losses in connection with such indemnification obligations. However, it is not possible to reasonably estimate the maximum potential amount under these indemnification agreements due to the unique facts and circumstances of each arrangement. As a result, the Company has not recorded any liabilities related to these obligations in its condensed consolidated financial statements as of the periods presented.

Note 10. Debt

The Company has a credit agreement (the “Credit Agreement”) with Citizens Bank, N.A. (the “Lender”), which includes a senior secured revolving credit facility with a total borrowing capacity of up to $20.0 million (the “Revolving Credit Facility”) for general corporate purposes and working capital needs. The Revolving Credit Facility includes a sub-limit of up to $3.0 million for the issuance of letters of credit. As of June 30, 2026, the Company hadno outstanding borrowings andno letters of credit under the Revolving Credit Facility and $20.0 million remained available for borrowing. The fair value (level 2 of the fair value hierarchy described in Note 5) of this debt instrument approximates the carrying value as borrowings under this debt instrument are based on a current variable market interest rate.

The Credit Agreement contains customary restrictive financial and operating covenants, including limitations on the Company’s ability to incur additional indebtedness, pay dividends, make certain investments, sell assets, repurchase shares up to $15.0 million in any fiscal year, and engage in other specified transactions. The Credit Agreement also requires the Company to comply with the following financial covenants on a quarterly basis: (i) a minimum liquidity of $10.0 million held on deposit with the Lender, over which the Company retains control and considers as cash and cash equivalents, (ii) a minimum consolidated earnings before interest, taxes, depreciation and amortization (“EBITDA”) threshold, and (iii) a maximum total leverage ratio of 2.75 to 1.00, which is calculated based on consolidated EBITDA.

The Credit Agreement defines consolidated EBITDA on a trailing four fiscal quarter basis and includes specified adjustments and exclusions. As a result, EBITDA as defined under the Credit Agreement may differ materially from Adjusted EBITDA as presented elsewhere in this report. For example, the calculation of EBITDA under the Credit Agreement includes exceptions and caps related to adjustments for (i) restructuring and other strategic initiatives, (ii) legal settlements, (iii) completed acquisitions, and (iv) all other non-cash and non-specified non-recurring charges. As of June 30, 2026, the Company was in compliance with the covenants under the Credit Agreement.

On April 30, 2026, the Company entered into an amendment to the Credit Agreement. The amendment, among other things, (i) extends the maturity date from June 4, 2027 to June 4, 2028, (ii) resets the option that allows the Company to extend the maturity date by one year, subject to certain conditions, and (iii) modifies certain negative covenants, including increasing the limit on share repurchases from up to $10.0 million to up to $15.0 million per fiscal year and increasing the limit on permitted acquisitions to up to $20.0 million of cash consideration.

On June 30, 2026, the Company entered into an amendment to the Credit Agreement that modified a negative covenant to increase the permitted indebtedness for capital leases to $150.0 million outstanding.

Note 11. Stockholders’ Equity

Share Repurchase Program

In August 2025, the Company’s Board of Directors approved a share repurchase program authorizing the Company to repurchase up to $10.0 million of its Class A common stock through August 1, 2026, on which date the plan terminated. The program was intended to offset dilution resulting from stock-based compensation. Repurchases were funded from the proceeds of employee stock option exercises and from employee contributions under the Company’s 2021 Employee Stock Purchase Plan (the “2021 ESPP”). As of June 30, 2026, approximately $6.6 million remained available for repurchases under the program.

Note 12. Stock-Based Compensation

Restricted Stock Units (“RSUs”)

RSUs granted under the Company’s 2021 Equity Incentive Plan (the “2021 Plan”) and the 2024 New Employee Equity Incentive Plan (the “Inducement Plan”) generally vest based on continued service up to afour-year period for employees and over aone-year period, for non-employee directors and consultants.

RSU activity for thesix months ended June 30, 2026 was as follows:

(1) Includes 36,000 RSUs that were settled in cash upon vesting. The Company expects to settle substantially all other outstanding RSUs in shares, with a limited number of specifically identified grants expected to be settled in cash. The shares underlying the cash-settled RSUs were returned to the applicable equity incentive plan and became available for future issuance.

As of June 30, 2026, total unrecognized compensation cost related to RSUs was $32.8 million, which will be recognized over a weighted-average period of 2.4 years.

Performance-based RSUs (“PSUs”)

PSUs granted under the 2021 Plan vest based on the Company’s achievement of a predefined year-over-year B2 Cloud Storage revenue growth target for the fiscal year ended December 31, 2026, subject to continued service through the requisite service period. PSUs are settled in shares of the Company’s Class A common stock.

During the six months ended June 30, 2026, the Company awarded PSUs based on the expected attainment ofone-year performance targets, consisting of 128,205 PSUs subject toone-year cliff vesting and 914,048 PSUs that vest over athree-year service period, with one-year cliff vesting for the initial tranche followed by quarterly vesting thereafter.

The number of PSUs earned will range from 0% to 150% of the initial award. Compensation expense is recognized over the requisite service period based on the grant-date fair value of the awards and the estimated number of PSUs expected to vest. The Company revises its estimate of the achievement of performance conditions at each reporting period, with cumulative catch-up adjustments recorded in the period of change.

PSU activity for thesix months ended June 30, 2026 was as follows:

As of June 30, 2026, management estimated the payout level for the PSUs at 150% of target. Based on this estimate, the Company recognized $1.1 million of stock-based compensation expense related to these awards during the three and six months ended June 30, 2026. As of June 30, 2026, total unrecognized compensation cost related to PSUs was $5.2 million, which will be recognized over a weighted-average period of 1.3 years.

Warrants

In June 2026, the Company entered into a multi-year Master Strategic Agreement with CoreWeave, Inc. (“CoreWeave”) under which the Company will provide committed B2 Cloud Storage capacity and managed storage services on CoreWeave’s infrastructure (the “CoreWeave Agreement”). In connection with the CoreWeave Agreement, the Company issued CoreWeavetwo equity-classified warrants to purchase an aggregate of 4,194,876 shares of the Company’s Class A common stock, consisting of an initial warrant to purchase 3,053,314 shares (the “Initial Warrant”) and an additional warrant to purchase 1,141,562 shares (the “Additional Warrant”). Each warrant has an exercise price of $7.60 per share, subject to customary adjustments, and may be exercised for cash or on a cashless basis.

The Initial Warrant vests intwenty equal quarterly installments over five years, subject to continuation of the related order form. The Additional Warrant vests in tranches based on purchase orders issued for managed storage capacity, with each tranche vesting intwenty equal quarterly installments over five years. The applicable order forms may be terminated under specified circumstances. If an order form is terminated, no further vesting occurs, and the related warrant remains exercisable only with respect to the portion vested as of the termination date. Any unvested portion of each warrant becomes fully vested and exercisable immediately prior to a change in control of the Company, as defined in the agreement, occurring before termination of the related order form, subject to certain conditions and the potential for forfeiture. The Initial Warrant expires on June 16, 2032, and the Additional Warrant expires on June 16, 2035.

The grant-date fair value of the warrants expected or probable to vest is recognized as a reduction of revenue in the same pattern as the related revenue. Because recognition of the related revenue had not commenced as of June 30, 2026, no revenue reduction related to the warrants was recognized during the three and six months ended June 30, 2026.

Warrant activity for thesix months ended June 30, 2026 was as follows:

The following table summarizes the Black-Scholes option pricing model used in estimating the per share grant date fair value of the customer warrants:

Bonus Plan

The Company maintains an annual bonus program under which bonus awards are contingent upon the achievement of corporate performance targets and individual performance objectives, and are generally settled in RSUs issued under the Company’s 2021 Plan. Bonus amounts represent fixed monetary values that are settled in a variable number of RSUs based on the Company’s stock price at the date of settlement. Participants must remain employed with the Company through the payout date to maintain eligibility for bonus awards. The requisite service period for these awards begins on the date the Compensation Committee approves the bonus plan and ends on the payout date. The 2026 bonus plan will be settled in cash for a limited number of executives and employees engaged through third-party employment arrangements. The expense for cash-based bonus awards is excluded from stock-based compensation expense.

In February 2026, the Compensation Committee approved the issuance of RSUs with an aggregate grant-date fair value of approximately $4.1 million based on actual performance against the targets set in the bonus plan for the year ended December 31, 2025. Upon issuance,689,790 RSUs vested and were settled on a net share basis with a fair value of $2.6 million.

Pursuant to the bonus plans, the Company recognized $3.8 million and $1.0 million in stock-based compensation during the three months ended June 30, 2026 and 2025, respectively, of which the Company capitalized $0.6 million and $0.1 million, respectively, for the development of internal-use software. The Company recognized $5.8 million and $2.1 million in stock-based compensation during the six months ended June 30, 2026 and 2025, respectively, of which the Company capitalized $0.9 million and $0.2 million, respectively, for the development of internal-use software.

Stock Options

As of June 30, 2026, all outstanding options were fully vested and generally expireten years from the date of grant.

A summary of stock option activity under the Company’s equity plans and related information is as follows (in thousands, except share, price and year data):

The intrinsic value of options exercised for the six months ended June 30, 2026 and 2025 was $3.4 million and $2.3 million, respectively.

2021 ESPP

The Company recorded stock-based compensation under the 2021 ESPP of $0.5 million for both the three months ended June 30, 2026 and 2025, of which the Company capitalized $0.1 million for both periods for the development of internal-use software. The Company recorded stock-based compensation under the 2021 ESPP of $1.1 million and $1.0 million for the six months ended June 30, 2026 and 2025, respectively, of which the Company capitalized $0.2 million for both periods for the development of internal-use software.

As of June 30, 2026, the total unrecognized stock-based compensation expense related to the 2021 ESPP was $1.7 million and is expected to be recognized over a weighted average period of 0.6 years.

The following table summarizes the Black-Scholes option pricing model used in estimating the fair value of the stock purchase rights under the 2021 ESPP during the three months ended June 30, 2026 and 2025. There were no ESPP offerings or modification events requiring an estimation of fair value during the three months ended March 31, 2026 and 2025.

Total Stock-Based Compensation Expense

Stock-based compensation expense included in the condensed consolidated statements of operations and comprehensive loss was as follows (in thousands):

During thethree and six months ended June 30, 2026, the Company capitalized$1.4 million and$2.3 million, respectively, of stock-based compensation for the development of internal-use software. During thethree and six months ended June 30, 2025, the Company capitalized$0.8 million and$1.5 million, respectively.

Note 13. Net Loss per Share Attributable to Common Stockholders

Basic net loss per share attributable to common stockholders is computed by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period. The diluted net loss per share attributable to common stockholders is computed by giving effect to all potentially dilutive common stock equivalents during the period. For purposes of this calculation, the Company’s stock options, warrants, share purchase rights pursuant to the Company’s 2021 ESPP, shares issuable under the Company’s bonus plans, and unvested RSUs, PSUs and RSUs subject to cash-settlement election are considered to be potential common stock equivalents, but have been excluded from the calculation of diluted net loss per share attributable to common stockholders as their effect is antidilutive.

The following table presents the calculation of basic and diluted net loss per share (in thousands, except share and per share data):

Since the Company was in a loss position for all periods presented, basic net loss per share is the same as diluted net loss per share as the inclusion of all potential common shares outstanding would have been antidilutive. The weighted average potential shares of common stock that were excluded from the computation of diluted net loss per share attributable to common stockholders for the periods presented are as follows:

Note 14. Restructuring

2025 Restructuring and Transformation Plan

In November 2025, the Company initiated a restructuring and transformation plan designed primarily to improve the effectiveness and efficiency of its sales and marketing functions and accelerate product innovation in support of its go-to-market objectives (the “2025 Restructuring and Transformation Plan”). The 2025 Restructuring and Transformation Plan includes the redesign and implementation of new strategies and processes, organizational realignment and reallocation of resources, and other corporate actions.

Restructuring costs related to the 2025 Restructuring and Transformation Plan for the three and six months ended June 30, 2026 and from the inception of the plan through June 30, 2026 were as follows (in thousands):

(1) The impairment loss relates to the Company’s exit from its corporate headquarters facility.

The following table presents the restructuring costs as reported in the consolidated statements of operations and comprehensive loss for the three and six months ended June 30, 2026 (in thousands):

The following table presents the stock-based compensation costs related to the Company’s restructuring activity as reported in the condensed consolidated statement of operations and comprehensive loss for the three and six months ended June 30, 2026 (in thousands):

As of June 30, 2026, the Company expects to incur additional charges of approximately $2.4 million to $3.7 million through the first quarter of 2027, at which time the 2025 Restructuring and Transformation Plan is expected to be completed. These charges include estimated employee termination expenses of approximately $1.0 million to $1.1 million, and other business transformation costs.

Subsequent to June 30, 2026, the Company incurred approximately $0.9 million of employee termination costs in connection with additional workforce reduction actions under the 2025 Restructuring and Transformation Plan.

The following table summarizes liabilities incurred under the 2025 Restructuring and Transformation Plan that are included in accounts payable, accrued expenses and other current liabilities on the condensed consolidated balance sheet (in thousands):

2024 Restructuring Plan

In November 2024, management approved a restructuring plan intended to improve the Company’s cost structure and operating efficiency (the “2024 Restructuring Plan”). The 2024 Restructuring Plan included an involuntary reduction in headcount of approximately 12% of the Company’s workforce. In addition, as part of the 2024 Restructuring Plan, the Company reduced its footprint at its corporate headquarters. The 2024 Restructuring Plan was substantially completed as of December 31, 2024.

The 2024 Restructuring Plan resulted in total restructuring charges of $4.9 million, which were recognized in the fourth quarter of 2024, and primarily consisted of employee severance and benefits in connection with the workforce reduction, which amounted to $3.9 million. The Company also recorded an impairment charge of $0.9 million to its operating right-of-use assets related to the lease of the Company’s corporate headquarters and $0.1 million of professional services fees related to the execution of the Company’s 2024 Restructuring Plan.

In the second quarter of 2025, the Company recorded a $0.1 million credit to the estimated severance and benefits costs and an incremental impairment charge of $0.1 million related to the execution of the sublease of the Company’s corporate headquarters. No restructuring charges were recognized under the 2024 Restructuring Plan during the three months ended March 31, 2025, nor the six months ended June 30, 2026.

Note 15. Segment Reporting

The Company operates inone operating and reportable segment, which derives revenue from the services operating on its storage platform. The Company’schief operating decision maker (the “CODM”)is its Chief Executive Officer, who reviews financial information presented on a consolidated basis for purposes of making operating decisions, assessing financial performance and allocating resources.

Measure of Segment Assets

The CODM reviews asset information on a consolidated basis; accordingly, the measure of segment assets is total consolidated assets as reported on the consolidated balance sheet.

Measure of Segment Profit or Loss

The key GAAP measure of segment profit or loss utilized by the CODM is consolidated net income (loss), which is presented on the consolidated statements of operations and comprehensive loss, and is used to monitor budget versus actual results.

Significant Segment Expenses

The CODM also evaluates operating performance using adjusted research and development, adjusted sales and marketing, and adjusted general and administrative (collectively, “adjusted operating expenses”) and adjusted cost of revenue that the Company defines as each respective GAAP expense category excluding stock-based compensation expense, depreciation and amortization, restructuring costs, and other non-recurring charges. These adjusted operating expense measures provide the CODM with greater transparency into the underlying trends in the Company’s business by facilitating period-to-period comparisons of its ongoing cost structure, excluding the impact of certain non-cash or non-recurring items that may not be indicative of the Company’s operating performance. These measures are intended to assist in forecasting and budgeting, in order to inform resource-allocation decisions. The table below presents adjusted cost of revenue and each adjusted operating expense as well as the items excluded from each adjusted measure for the three and six months ended June 30, 2026 and 2025 (in thousands):

(1) To conform to the current period’s presentation, $0.1 million of litigation settlement costs that were previously presented within “Adjusted general and administrative” expense, and a nominal amount of impairment of long-lived assets that were previously presented within “Adjusted research and development” expense, have each been reclassified to “Other segment items” for both the three and six months ended June 30, 2025.

(2)$0.1 million and $0.3 million of amortization expense for the three and six months ended June 30, 2026, respectively, are classified as restructuring charges in the table above.

(3) $0.4 million and $0.6 million of stock-based compensation expense for the three and six months ended June 30, 2026, respectively, are classified as restructuring charges in the table above.

(4) To conform to current period presentation, nominal amounts of restructuring charges that were previously included in adjusted cost of revenue and adjusted operating expenses are presented in "Restructuring costs" for the three and six months ended June 30, 2025.

(5) Other segment items include investment income, interest expense, foreign exchange (gain) loss, impairment of long-lived assets, litigation settlement costs, and income tax provision.