Item 3. Legal Proceedings

On March 20, 2024, the Company received a subpoena from the U.S. Attorney’s Office for the Northern District of California (“NDCA”). On April 30, 2024, the Company received a subpoena from the SEC. Thereafter, the Company responded to additional information requests by the SEC on the same or related issues. On November 19, 2025, the Company received correspondence from the SEC indicating that the agency had concluded its investigation and does not intend to recommend an enforcement action. The Company also does not expect any further related action from the NDCA.

On May 2, 2024, a putative stockholder class action was filed against the Company and certain of our officers in the United States District Court for the NDCA. The named plaintiff alleges violations of Section 10(b) of the Exchange Act and SEC Rule 10b-5, and Section 20(a) of the Exchange Act, on the basis that the defendants allegedly made false and misleading statements about our business, results, internal controls, and accounting practices between May 3, 2019 and March 24, 2024. The lawsuit sought, among other relief, a determination that the alleged claims may be asserted on a class-wide basis, unspecified damages, attorneys' fees, other expenses and costs. We filed a motion to dismiss the lawsuit on October 10, 2024. The motion was granted in part on January 6, 2025. On July 15, 2025, the parties entered a Stipulation of Settlement to resolve the action. The Court granted preliminary approval of the settlement on September 4, 2025, and final approval of the settlement on December 19, 2025. The case was dismissed with prejudice on December 19, 2025, and the settlement was covered entirely by our insurance.

On February 14, 2025, and February 26, 2025, respectively, certain of the Company’s current and former directors and officers were named as defendants in two shareholder derivative lawsuits (in which the Company is a nominal defendant) filed in the United States District Court for the NDCA. The lawsuits alleged, among other things, violations of Section 14(a) of the Exchange Act, breach of fiduciary duty, unjust enrichment, and waste of corporate assets and generally alleged the same purported misconduct as alleged in the putative stockholder class action described above. The lawsuits sought, among other relief, unspecified damages, restitution, attorneys’ fees, and other expenses and costs. On April 17, 2025, and April 18, 2025, respectively, the plaintiffs filed notices of voluntary dismissal without prejudice, subject to court approval, to pursue remedies under Delaware law. The cases were dismissed on April 28, 2025 and August 19, 2025, respectively.

On August 6, 2025, certain of the Company's current and former directors and officers were named as defendants in an additional shareholder derivative lawsuit (in which the Company is a nominal defendant) filed in the United States District Court for the District of Delaware. The lawsuit makes generally the same types of allegations and seeks the same types of relief as the derivative lawsuits above and makes additional allegations that certain directors' and officers' alleged knowledge of the purported misconduct constituted insider trading. We filed a motion to dismiss the lawsuit on October 20, 2025, which remains pending with the Court.

These matters are subject to uncertainties and we cannot predict the outcome, nor reasonably estimate a range of loss or penalties, if any, relating to these matters prior to resolution.