The foregoing description of the Warrant and the Warrant Agreement does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Warrant Agreement, a copy of which is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Series B Preferred Stock
In connection with the issuance of the Warrant, on the Issue Date, the Company filed a Certificate of Designations with the Secretary of State of the State of Delaware establishing the special rights, preferences, privileges and restrictions of the Series B Preferred Stock and designating 387,051 shares of preferred stock as Series B Preferred Stock (the “Certificate of Designations”). The Certificate of Designations became effective upon filing.
Each share of Series B Preferred Stock is initially convertible into 20 shares of Common Stock (the “Conversion Rate”) in accordance with the Certificate of Designations, such that the Warrant Shares represent up to 7,741,020 shares of Common Stock on an as-converted basis. The Conversion Rate is subject to customary anti-dilution adjustments for stock splits, combinations, stock dividends and reclassifications. Shares of Series B Preferred Stock convert automatically into Common Stock only upon a transfer by a holder to a person other than Anthropic and its wholly owned subsidiaries or if a holder ceases to be Anthropic or a wholly owned subsidiary of Anthropic. No transfer of shares of Series B Preferred Stock to Anthropic or its wholly owned subsidiaries will cause any conversion of such shares into shares of Common Stock, nor do holders have a right to convert shares of Series B Preferred Stock into Common Stock at their election. Holders of Series B Preferred Stock are entitled to receive dividends and other distributions if paid on the Common Stock, in an amount per share equal to the Conversion Rate then in effect multiplied by the per share amount of the dividend or distribution paid on the Common Stock. Upon any liquidation, dissolution or winding up of the Company, and subject to the prior rights of holders of any class or series of the Company’s stock ranking senior to the Series B Preferred Stock, holders of Series B Preferred Stock are entitled to a liquidation preference of $0.01 per share, after which they participate with the holders of Common Stock on an as-converted basis. The Series B Preferred Stock has no voting rights except as expressly required by the Delaware General Corporation Law.
The foregoing description of the Series B Preferred Stock does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Certificate of Designations, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Lenovo Agreement
On September 23, 2026, the Company and Lenovo Global Technologies Ireland International Limited (“Lenovo”) entered into a Master Product and Services Agreement (the “Lenovo MPSA”) and Statement of Work No. 1 thereunder (the “Lenovo SOW” and, together with the Lenovo MPSA, the “Lenovo Agreement”), pursuant to which Lenovo will provide the Company and certain of its affiliates with hardware products, software programs and related services.
The Lenovo MPSA has an initial term of three years and will remain in force for so long as any statement of work is in effect. The Lenovo SOW has a term of seven years. Either party may terminate the Lenovo Agreement upon an uncured material breach by the other party. The Company may also terminate the Lenovo MPSA or any statement of work thereunder for convenience, subject to certain notice requirements and payment of specified termination costs described therein. The Lenovo Agreement contains customary provisions regarding representations and warranties, product warranties, confidentiality, data protection and security, intellectual property, indemnification (including for third-party intellectual property infringement claims), insurance and limitations on liability.
The foregoing description of the Lenovo Agreement does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Lenovo Agreement, a copy of which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ending September 30, 2026.
Jabil Agreement
On September 24, 2026, the Company and Jabil Inc. (“Jabil”) entered into a Build Request (the “Build Request”) under the existing Master Services Agreement between the Company and Jabil, dated as of May 23, 2019 (the “Jabil MSA”) and Amended and Restated Statement of Work No. 1, effective as of July 30, 2021 (the “Jabil SOW” and, together with the Jabil MSA, the “Jabil Agreement”), pursuant to which Jabil provides the Company with contract manufacturing and related services, including the manufacture of customized server hardware and warranty, spare parts and repair services. Pursuant to the Build Request, the Company has authorized Jabil to purchase approximately $1.7 billion of memory components, with the Company paying Jabil all corresponding supplier invoice amounts upon Jabil’s receipt of such components. Pending use, Jabil will hold such components in consignment as bailee for the Company and will repurchase such components from the Company at cost as they are utilized. The Company has determined that the Jabil Agreement is a material agreement within the meaning of Item 1.01 of Form 8-K because the Jabil Agreement is no longer immaterial in amount or significance to the Company.
The Jabil Agreement continues in effect for so long as any statement of work thereunder remains active. Each statement of work under the Jabil Agreement (including the Jabil SOW, pursuant to which the Build Request was issued) has an initial term of one year and automatically renews for successive one-year periods unless terminated. Either party may terminate the Jabil Agreement and all statements of work then in effect (i) upon prior written notice, (ii) upon an uncured material breach by the other party, (iii) if the other party becomes the subject of a bankruptcy, insolvency, receivership or similar proceeding, or (iv) in the case of an uncured force majeure event. The Jabil Agreement contains customary provisions regarding representations and warranties, product warranties, delivery and service levels, confidentiality, intellectual property ownership and assignment, indemnification (including for third-party intellectual property infringement claims), insurance and limitations on liability. The Build Request contains provisions regarding disposal and carrying costs of unconsumed inventory and amends product warranties with respect to products ordered thereunder.
The foregoing description of the Jabil Agreement does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Jabil Agreement, a copy of which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ending September 30, 2026.
