We don't know what deal they made with the VCs, but they could have multiple liquidation preference agreements.
> A liquidation preference multiple (e.g., 1x, 2x) determines how much investors receive before any distribution to common shareholders. A 2x preference means investors are entitled to twice their initial investment amount before others receive payouts.
Then Cognition offers $250M for Windsurf itself. Ok, I can imagine the preference cliffs kicking in now. But Windsurf just got a check for $2.4B and I don't think they had anywhere close to that in liabilities.
So where'd the $2.4B go? This seems like a strange deal.
But Windsurf could distribute profit at this point before the Cognition deal. I guess this is where the preference rights got exercised. The tweet from employee #2 said his stock wasn't worth anything. Actually, he got preferenced out of the $1.2B in dividends.
Then came the $250M Cognition deal. He got preferenced out of the proceeds of the Cognition deal as well.
Employees who haven't vested their shares can't complain/enforce tag-along/sue for minority investor rights.