When HAWK insiders can sell

…ictions contained in the lock-up agreements described above, we have entered into agreements with certain of our security holders that contain market stand-off provisions imposing restrictions on the ability of such security holders to sell or otherwise transfer or dispose of any registrable securities for a period of 180 days following the date of this prospectus. Registration Rights Upon the closing of this offering, the holders of 72,916,038 shares of our common stock, including common stock issuable upon the conversion of our convertible preferred stock, or their transferees, will be entitled to specified rights with respect to the registration of their registrable shares under the Securities Act, subject to certain limitations and the expiration, waiver or termination of the lock-up agreements. Registration of these shares under the Securities Act would result in the shares becoming……

Common stock to be outstanding immediately after this offering 93,084,412 shares (or 95,484,412 shares if the underwriters exercise in full their option to purchase additional shares of common stock). Use of proceeds We estimate that the net proceeds from this offering will be approximately $377.9 million (or approximately $435.9 million if the underwriters exercise in full their option to purchase up to 2,400,000 additional shares of common stock), after deducting the underwriting discounts and commissions and estimated offering expenses payable by us.

Notwithstanding the foregoing, if the lock-up period would otherwise be scheduled to end during, or within five trading days prior to, a regularly-scheduled blackout period under our insider trading policy, and such date is more than 100 days following the date of this prospectus, then the lock-up period will instead end on the date that is ten trading days prior to the commencement of such regularly-scheduled blackout period (the "Conditional Early Termination Date") provided , however , that promptly upon our determination of the Conditional Early Termination Date, and in any event at least five trading days in advance of the Conditional Early Ter…

Rule 10b5-1 Sales Plans Our directors and executive officers may adopt written plans, known as Rule 10b5-1 plans, in which they will contract with a broker to buy or sell shares of our common stock on a periodic basis. Under a Rule 10b5-1 plan, a broker executes trades pursuant to parameters established by the director or 195 Table of Contents executive officer when entering into the plan, without further direction from them.

Notwithstanding the foregoing, the lock-up parties may (a) transfer the lock-up securities, (i) as one or more bona fide gifts or charitable contributions, or for bona fide estate planning purposes, (ii) upon death by will, testamentary document or intestate succession, (iii) if the lock-up party is a natural person, to any member of the lock-up party's immediate family (for purposes of the lock-up agreement, "immediate family" will mean any relationship by blood, current or former marriage, domestic partnership or adoption,…

…of the average of our total assets at year end for the last two completed fiscal years, and in which any of our directors, executive officers or holders of more than 5% of our voting securities, or any members of their immediate family, had or will have a direct or indirect material interest, other than compensation arrangements which are described under "Executive Compensation." Private Placements of Our Securities Series D-1 Preferred Stock Financing and Warrants In July 2023, we entered into a Series D-1 preferred stock purchase agreement (the "Series D-1 Purchase Agreement") with certain investors, including beneficial owners o…

…,000 shares of our common stock, or 5% of the shares offered by this prospectus (excluding the additional shares that the underwriters have an option to purchase), for sale at the initial public offering price through a directed share program to certain of our directors, officers, employees and others. See the section entitled " Underwriting — Directed Share Program " for additional information. The underwriters expect to deliver the shares of common stock against payment in New York, New York on or about May 8, 2026. Goldman Sachs & Co. LLC* Morgan Stanley* *(listed in alphabetical order) RBC Capital Markets Jefferies BofA Securiti…

…ruary 2026) into an aggregate of 68,987,988 shares of common stock upon the closing of this offering and the Warrant Net Exercises (as defined below), and excludes 14,675,271 shares of our common stock issuable upon the exercise of options outstanding as of December 31, 2025 under our 2015 Stock Incentive Plan (the "2015 Plan"), at a weighted-average exercise price of $2.73 per share (of which 1,521,792 shares of our common stock were issued pursuant to the exercise of options with a weighted-average exercise price of $2.26 per share subsequent to December 31, 2025) 182,786 shares of our common stock subject to restricted stock unit…

In addition, the underwriters may, in their sole discretion, release all or some portion of the shares subject to the lock-up agreements prior to the expiration of the lock-up period. See "Shares Eligible for Future Sale." As restrictions on resale end, the market price of our shares of common stock could drop significantly if the holders of these shares sell them or are perceived by the market as intending to sell them. These factors could also make it more difficult for us to raise additional funds through future offerings of our shares of common stock or other securities.