Makhzoumi Mohamad 4

What Happened

• Makhzoumi Mohamad, reported as a 10% owner (through manager roles in NEA-related entities), made a significant purchase and several automatic conversions on Feb 9, 2026. He acquired 937,500 shares in an open market/private purchase at $16.00 per share for a total of $15,000,000. In addition, a series of convertible securities (preferred shares/derivatives) converted to common stock on a one-for-one basis prior to the issuer’s IPO, resulting in the acquisition of approximately 6,454,801 common shares through conversion and the corresponding disposition/cancellation of the derivative instruments.

Key Details

• Transaction date: February 9, 2026; Form 4 filed February 11, 2026 (appears timely).
• Open-market/private purchase: 937,500 shares at $16.00 = $15,000,000.
• Conversions to common stock (automatic one-for-one conversion per footnote): total ≈ 6,454,801 shares (aggregate of reported conversion entries).
• Shares owned after transaction: not specified in the Form 4 filing.
• Footnotes: F1 — preferred stock automatically converted one-for-one to common prior to the IPO; F2/F3 — reporting person is a manager of NEA GP entities and disclaims beneficial ownership of portions in which he has no pecuniary interest.
• No 10b5-1 plan, tax withholding, or filing-late flags reported.

Context

• The conversions were automatic preferred-to-common conversions tied to the IPO (not option exercises requiring cash). The cash component here is the separate $15M purchase at $16/share. As a reported 10% owner acting through NEA-related entities, Makhzoumi’s filing reflects institutional/investor activity rather than routine executive payroll-related transactions.