Cognition Leadership

Cognition is a Delaware C-corporation (LEI 2549006YNL27Z5N5OA23 per the Bloomberg LEI registry) doing business as Cognition. As a private company that has not filed a public registration statement, Cognition does not publish its certificate of incorporation, and the precise share counts and per-class rights are not in the public record. What is publicly knowable through funding-round announcements:

The cap table follows the standard Silicon Valley venture-stage structure: Common stock held by founders and employees (with the founders' Common likely subject to four-year reverse-vesting per VC convention, although Cognition has not publicly disclosed vesting terms); plus a series of preferred-stock issuances — Series Seed (early 2024 $21M led by Founders Fund), Series A (April 2024 $175M led by Founders Fund at $2B), Series B (March 2025 jointly led by Lux Capital and 8VC at $4B), and Series C (September 2025 $400M+ led by Founders Fund at $10.2B). The reported April 2026 talks for a follow-on round at a $25B valuation, if they close, would constitute a Series D or equivalent.

Standard preferred-stock rights at each round typically include: 1x non-participating liquidation preference; pro-rata rights to participate in future rounds; information rights (financial reporting, board observer rights for non-board investors); protective provisions (consent required for sale of the company, issuance of senior preferred, changes to certificate of incorporation); and standard anti-dilution protection (broad-based weighted-average is the most common form). One-vote-per-share is standard for both Common and Preferred at private-company stage; super-voting structures of the kind used by Palantir (Class F) or C3.ai (50:1 Class B) are typically not introduced until immediately before an IPO. Cognition has not announced an IPO, so no super-voting class has been disclosed.

Practical effect: founder voting power is a function of (a) the founders' aggregate Common holdings, post-dilution from each round, and (b) any voting agreements among the preferred holders. Neither figure is publicly disclosed. What is structurally implied: with Founders Fund leading the seed and the Series A and the Series C, plus Lux Capital and 8VC jointly leading the Series B, no single investor cohort has a majority of preferred voting power; the founders' Common, plus the protective provisions agreed across rounds, give the founders meaningful but not absolute control over major corporate decisions. The page does not attempt percentage-of-voting-power figures because the underlying cap table is not public.

The mid-July 2025 Windsurf transaction is the most-misunderstood event in the AI coding category, and the leadership-level facts are worth surfacing in detail because public coverage repeatedly conflates the two halves of the deal:

What went to Google (the $2.4B reverse-acquihire): Windsurf CEO Varun Mohan; co-founder Douglas Chen; and approximately 40 senior R&D staff focused on agentic coding. They moved to Google DeepMind under a non-exclusive technology license; the structure is sometimes described as a "reverse-acquihire" because Google paid for the talent without acquiring the legal entity. The team's prior agentic-coding research is broadly licensed back to Google rather than transferred outright.

What came to Cognition (the entity acquisition): The Windsurf legal entity, the Windsurf IDE product, all remaining intellectual property, and approximately 200 remaining Windsurf employees — including Jeff Wang (interim CEO at the time of the deal) and Graham Moreno (interim President). Per Cognition's announcement, all remaining employees received financial participation in the Cognition deal and had vesting cliffs waived for prior Windsurf service. The Windsurf product line continues under Cognition with Wang and Moreno leading the division; Windsurf and Devin are positioned as complementary surfaces of the same platform (Devin for asynchronous agent delegation, Windsurf for synchronous IDE-driven AI assistance).

The "OpenAI deal that didn't happen": Earlier in 2025, OpenAI had entered exclusivity negotiations to acquire Windsurf for up to $3B; the deal collapsed before Google and Cognition stepped in. This three-cornered outcome — OpenAI's exclusivity collapsing, then Google taking executives in a reverse-acquihire, then Cognition acquiring the remainder — is the unusually-shaped corporate-event sequence that this section exists to disambiguate.

Material since the deal: per Scott Wu's September 2025 funding blog post, combined Cognition-and-Windsurf enterprise ARR was up over 30% in the seven weeks following the acquisition, with less-than-5% pre-deal customer overlap between the two products. The April 14, 2026 Cognition blog post "Devin in Windsurf" announced the cross-product integration as a single agentic-coding workflow.