AI Content Chat (Beta) logo

Table of Contents Unless otherwise indicated, the address of each director and executive officer shown in the table below is c/o The We Company, 115 West 18th Street, New York, New York 10011. Beneficial ownership before this offering Beneficial ownership after this offering Shares of Shares of Shares of Shares of Shares of Class A Class C Class A Class B Class C common Shares of Class B common common common common stock common stock stock stock stock stock beneficially beneficially beneficially beneficially beneficially beneficially Total % owned owned owned†‡ owned owned owned†‡ of % of % of % of % of % of % of voting Shares Class Shares Class Shares Class Shares Class Shares Class Shares Class power^ Greater than 5% stockholders (1) WE Holdings LLC 2,428,730 111,848,498 — — (2) Benchmark entities 32,645,314 — — — (3) J.P. Morgan entities 18,542,307 — — — (4) Softbank entities 113,988,653 — — — Directors and named executive officers (1)(5) Adam Neumann 2,428,730 112,507,371 1,062,578 100 (6) Artie Minson — * — — (7) Jen Berrent * * — — (2) Bruce Dunlevie 32,645,314 — — — Ron Fisher — — — — (8) Lew Frankfort * * — — (9) Steven Langman * — — — Mark Schwartz — — — — John Zhao — — — — All directors and executive officers, as a (10) group (9 persons) 36,431,010 114,821,543 1,062,578 100 * Less than one percent ^ Percentage of total voting power upon completion of this offering represents voting power with respect to all shares of our Class A common stock, Class B common stock and Class C common stock as a single class. Our Class B common stock and Class C common stock have twenty votes per share, whereas our Class A common stock has one vote per share. † Each holder of partnership interests in the We Company Partnership (other than direct and indirect subsidiaries of The We Company) will hold one share of Class C common stock per partnership interest in the We Company Partnership. Shares of Class C common stock cannot be transferred other than in connection with the transfer of the corresponding partnership interests in the We Company Partnership. See “Certain Relationships and Related Party Transactions—Operating Partnership”. Each holder of unvested profits interests in the We Company Partnership, including Adam Neumann, has agreed to vote the shares of our Class C common stock corresponding to their unvested profits interests in the same proportion as the votes cast by other holders of our common stock. Because the holders of shares of our Class C common stock corresponding to unvested profits interests do not have the power to direct the voting or transfer of such shares of Class C common stock, this table does not reflect beneficial ownership of shares of our Class C common stock corresponding to unvested profits interests. Each holder of profits interests in the We Company Partnership has also granted to Adam Neumann an irrevocable proxy to vote the corresponding shares of our Class C common stock from and after such time as their profits interests vest. See “Description of Capital Stock—Voting Arrangements”. ‡ Subject to certain restrictions set forth in the Partnership Agreement, holders of partnership interests (other than direct and indirect subsidiaries of The We Company) may exchange their partnership interests (other than unvested profits interests), together with the corresponding shares of our Class C common stock, for, at our option, shares of our Class B common stock or cash. Whether the exchange of partnership interests and the corresponding shares of our Class C common stock is for shares of our Class B common stock or cash is ultimately subject to the determination of a majority of directors (including a majority of the independent directors) on a committee of our board of directors. Therefore, this table does not reflect beneficial ownership of shares of our Class B common stock for which such partnership interests may be exchanged. Upon the exchange of partnership interests in the We Company Partnership for shares of our Class B common stock, the corresponding shares of Class C common stock will be canceled. As a result, there will be no effect on the number of our voting shares outstanding. Upon the forfeiture of unvested profits interests in the We Company Partnership, the corresponding shares of Class C common stock will also be canceled. This will reduce the number of our voting shares outstanding, but because each holder of unvested profits interests in the We Company Partnership has entered into the voting agreement described above, this reduction will have no effect on any vote of holders of our common stock or our Class C common stock. For additional details with respect to partnership interests in the We Company Partnership and the associated shares of our Class C common stock, see “Certain Relationships and Related Party Transactions—Partnership Interests” and “Description of Capital Stock—Voting Arrangements”. (1) Consists of (i) 100,128,232 shares of our Class B common stock held of record by WE Holdings LLC, (ii) shares of our Class B common stock into which 1,500 shares of junior preferred stock held of record by WE Holdings LLC will be converted upon the completion of this offering and (iii) 2,428,730 shares of our Class A common stock, including Class A common stock issuable upon the conversion of our preferred stock, and 11,720,266 shares of our Class B common stock, in each case held by other stockholders over which WE Holdings LLC and Adam Neumann each hold an irrevocable proxy to vote on all matters to be voted on by stockholders pursuant to voting arrangements among WE Holdings LLC, Adam Neumann and such stockholders. Includes shares of our Class B common stock pledged as collateral to secure certain personal indebtedness of Adam Neumann. See “Underwriting—Relationships with Underwriters” for more information. Adam Neumann and Miguel McKelvey are the managing members of WE Holdings LLC. Adam Neumann has sole voting power over all of the shares held by WE Holdings LLC. Adam Neumann and Miguel McKelvey have shared dispositive power over all of the shares held by WE Holdings LLC, and Miguel McKelvey may be deemed to be a beneficial owner of such shares on that basis. The address for WE Holdings LLC is 154 Grand Street, New York, New York 10013. 186

S1 - WeWork Prospectus - Page 210 S1 - WeWork Prospectus Page 209 Page 211